Across the Galaxy
by MortalAmongGods
Summary: In an AU, Ben Tennyson putting on the Omnitrix second time, shortly after his 15th birthday, came with harsh results and ground breaking revelations. Find out what happens as he and his friends journey across the galaxy for refuge. Features Rex Salazar and his friends as well. OC. Current arc: 'Refuge and Rebuild'. Ratings may change later.
1. Prologue

**Contents: Prologue**

** Chapter 1-4: 'The End of Earth' arc**

** Chapter 5- : 'Refuge and Rebuild' arc**

**PROLOGUE**

YEAR: 1762 C.E.

"You mean the Earth is dying," King George III, King of the United Kingdom, spoke.

"I would have not put it with so much blatancy, but technically speaking, yes, Your Majesty," the diminutive grey colored being in front of him spoke.

"What proof is there to your claims?" the king demanded haughtily.

"Proof?" the being laughed suddenly, "With all due respect, sir, I don't think you can comprehend the complexities of my calculations which led me to this conclusion."

The king's royal nostrils flared, "You dare to challenge my intelligence?"

"The fact that you have allowed your indignation get the better of your judgment over this matter answers your question. But let us not get beside the point, Your Majesty. This planet is doomed, and nothing can be done to prevent that from happening."

"So what do you suggest?"

"Merely this: We, the Galvans, would choose individuals from societies all over this planet for colonization in another planet at the edge of this galaxy. Many of my fellow people are meeting the other monarchs in your world and asking for their permission to select suitable candidates for this mission. That way there is a chance that the extinction of your species can be prevented."

"Chance," George III mused, "but no certainty."

"Indeed, Your Majesty, but at least it is better than nothing."

The king buried his hand in his beard, deep in thought, "Why can not the entire population of this kingdom be relocated to this planet which you have chosen?"

The creature laughed again, much to George III's annoyance, "I am sorry, Your Majesty, but doing so would not stem the rot, so to speak. Neither would relocating all the beings in the world would do. In a few centuries, your people will outgrow the resources which can sustain this planet. Social stagnation and wars would follow. Not to mention that the advance in technology would attract other species from the stars, many of who are not so willing to coexist peacefully with humans, like our people are. Only by taking a few people to start all over again while ensuring the proper cultural mix that exists here we can hope of succeeding."

"So reminiscent of the biblical story of Noah," the king said absent mindedly.

"I have familiarized myself of late with the sagas of your world, and as such am inclined to agree with you on this."

The king sighed, "Very well, sir, you have made your point. You have my permission for your endeavor."

The creature bowed, and then turned to leave. "One question, Sir Azmuth. Why are you taking troubles to this length for a people you barely know?"

Azmuth stopped in his tracks, and answered without turning, "Because my calculations have foretold of a great struggle between the powers in the galaxy in the future. Only with the intervention of your race can this be averted; otherwise the whole galaxy, even the Universe, might be facing annihilation."

The Galvan exited the royal hall, leaving the king deep in his thoughts.

**A/N: Taking inspirations from the Foundation series, I have decided to explore the possibilities of what would happen if the Earth was destroyed shortly after Ben reached his 15****th**** birthday. The real story, beginning with the 1st arc, starts in the next chapter.**


	2. Chapter 1: Dis-reunion

**CHAPTER 1**

YEAR: 2008 C.E

"Here comes the shot," Ben Tennyson thought as his rival JT sprinted towards the goal post. Dribbling past two defenders, JT swerved left, feinting. On instinct, Ben dove right, and had the ball safely in his grasp.

Immediately the referee blew his whistle, signaling the end of the game. The crowd broke into thunderous applause, and all of Ben's teammates hoisted his upon his shoulders. Ben could not stop grinning as his friends threw him up in the air.

After two hours of insanity and emptying six glasses of Mr. Smoothies' Smoothie in his stomach, Ben decided to break of the victory party and walked out of the place. He was surprised to see a familiar RV on the road. An elderly man stepped out of it.

"Grandpa!" Ben shouted in joy and ran over to Max Tennyson, hugging him.

"My, my, Ben. You have grown so much over the last six months." Max smiled warmly.

Ben returned the smile, "Six months without you Grandpa. Gwen and I badly missed you. Tell you what, why don't we pick her up from her karate class so that we can have a proper reunion?"

"Agreed."

(-)

Gwen Tennyson felt herself slammed to the floor, but she recovered quickly.

"Good shot," she winked at her opponent, taunting him. Catching her opponent's forearm as he attempted a right hook, Gwen flicked him over her head. Without giving him time to recover, she flipped and landed right on top of him.

"Last point. And victory goes to Miss Tennyson," the sensei announced.

Gwen helped her opponent to his feet, and they both bowed as the gymnasium broke into applause. "Class dismissed," the sensei spoke again, and everyone moved to their lockers.

Gwen walked to the changing room when she ran into the person she least expected, "Grandpa!" she did just what Ben did. "Where were you? We were worried!"

Max patted his granddaughter's head fondly, "Well you know Gwen, travelling the length of galaxies, tracking down criminals. This assignment was a particularly tricky one."

Gwen smiled, "I will be back in five minutes. Gotta change."

(-)

Ben had decided to stay back in the RV, because his stomach felt that it was going to weigh him down and hit the ground. He got impatient five minutes later and climbed out to get some fresh air, when he saw Max and Gwen coming.

"Well if it isn't my favorite cousin," Ben remarked. Gwen walked over and hugged him. "Good to see you too Ben."

"Hey, it's been two days only." Ben laughed. "We have got a lot of catching up to do with Grandpa, right?"

"Yeah. Stories, Grandpa! You know we are never too old to outgrow them."

(-)

"And then Grandpa?" Ben urged.

"Well I managed to dodge his lasers and threw at him the nearest thing on which I could get my hands on. "

"Well?" Ben grew impatient. Gwen shut him with an irritated look.

"It was Taydenite. That moth headed alien took the full blast of the reflected laser beam."

The cousins burst out laughing. Max merely chuckled dryly, and then looked away. His aloofness struck Ben as odd.

"Don't you think it's a bit odd, Gwen?" Ben pulled his cousin over to the back of the vehicle while speaking, "Grandpa always used to be the one to gather us around and have a good chat. And after, well whatever he had been working on actually in six months, you would have thought he would be a bit more eager to share his exploits."

"He is tired, Ben. Six months is a long time. Let's just give him his room."

Ben looked back at his cousin meaningfully, "Something has happened. You can't get away from that."

Gwen sighed, "Yeah. We can't."

(-)

It was nearly nighttime when Grandpa Max let both of them at their houses.

"You sure you don't wanna come, Grandpa? Mom and Dad are quite worried about you," Ben asked.

"Isn't that something special? Ben Tennyson behaving sensibly," Ben frowned at Gwen's sarcastic remark, "That was uncalled for."

Max laughed at the sight of his two grandchildren countering each other's words, "I almost forgot how much you two used to bicker. Ben, I am sorry I can't. I have got things to do. Kind of like homework you know."

Ben sighed, "Ok."

(-)

It was late in the night when Ben's phone began to ring. He knocked over a glass of Smoothie to the floor while trying blindly to get his hands on the phone.

"Ben, it's me, Gwen! I think something must have happened to Grandpa Max!" the voice from the other side sounded breathless. Immediately all the sleepiness abandoned him.

"Stay at your house. I'll be there as quickly as I can." Ben hung up. While picking up his jacket, his gaze hovered on the sticker that read 'ten". As if something clicked him, he walked over to his drawer and brought out the relic of the trio's adventure five years earlier: the Omnitrix. Admittedly, there were times when he had been tempted to put it back on but had opted against it in favor of a normal life. But if Grandpa Max was in trouble, then it couldn't help.

As soon as he had touched the Omnitrix, it strapped around him with a mechanical click and a green glow, indicating that it was ready for him to use. He decided to turn into Heatblast, because of the flying capabilities it possessed, but to his surprise found that the original collection of aliens had completely been replaced.

"Not helping," Ben muttered through clenched teeth as he closed his eyes. Doing his own variant of 'eeny, meeny, minie, mo' he slammed his hand down on the Omnitrix. Immediately he felt the weird tug in the stomach that he used to experience each time he transformed into an alien.

"JETRAY!" his voice announced, sounding squeakier than it is for his original form. Deciding that he can look at his form in a mirror later, he flied out of his window at an unbelievably fast speed.

(-)

Gwen was getting restless when a shadow loomed over the window in her room. Instinctively, magenta mana sprouted in her hands which she was about to throw at the source of the shadow when a thin voice exclaimed, "It's me, Ben!"

"Shhhhh," Gwen hissed, "You'll wake up Mom and Dad!" As Jetray landed on the frame of her window, she remarked, "You put the Omnitrix back, huh?"

"We'll get plenty of time for discussion later," without further explanation, Jetray picked up Gwen by her two hands and effortlessly flew out. It took all of Gwen's willpower to stop herself from shrieking at the sudden feeling of leaving ground.

"Right. Can you find out where Grandpa is?" Jetray asked. Gwen's whole eyes turned magenta, before regaining their usual color.

"The old forest, where we went five years earlier on picnic, that's…"

Jetray flew up again, cutting her short. This time, she did not bother to stifle her screams.

(-)

They found Rust Bucket abandoned on the side of the road. "You don't think something has happened to him?" Gwen asked as Jetray put her down on the ground and transformed back to Ben.

"Relax, Gwen, his RV is intact. Besides he can take care of himself," Ben answered. He knew he had sounded wrong when Gwen raised an eyebrow, "I mean, worrying about him too much is not going to help us in finding him quickly."

"Which way did he go from here?" Gwen silently raised her hand in response to Ben's questions, her fingers pointing towards a man made trail in the forest.

"How did you know about Grandpa being in trouble and all that?" Ben continued to ask. Gwen brought out a disk from her pocket.

"A Plumber's badge? How on Earth did you get your hands on one?" Ben was incredulous.

"I didn't. This merely acts a receiver for the transmission from a Plumber's badge. I had it calibrated to receive from Grandpa Max's badge only, in case for a distress signal."

"And who helped you on this little tracker?"

"Cooper. Cooper Daniels." Gwen started blushing as soon as she saw Ben laughing, "Stop it!"

"That kid who is head over heels about you? Ahahahaha!" Ben stopped laughing as soon as he Gwen frowning. "Umm sorry. Not the right moment."

Gwen's voice was cold, "Let's go, hero."

(-)

The two of them followed the trail until they came to a clearing. The good news was that the branches and tree roots which hindered their movement were gone. The bad news was that they were not alone.

Gwen pulled Ben behind a tree for cover. The clearing was filled with vehicles and people in medieval armor. "Forever Knights?! What is going on here?" Ben made to charge out to the clearing, but his cousin pulled him back.

"We can't fight them, there are too many. Besides, we need to find Grandpa." Gwen whispered.

"Ok," Ben hissed back. He turned his gaze towards the men in armor. Apparently, some transaction was going on between the Knights and some dealer, as both of the cousins could see crates being moved to the trucks. A tall figure stepped from the shadow into the moonlight, causing Gwen to gasp in recognition at the familiarity of the face.

Ben looked at the pale face and the long jet black hair reaching to the shoulders of the figure, "Levin. He just can't keep his hands clean for long." He raised his hands to bring down on the Omnitrix, but Gwen again restrained him.

"Don't lose focus Ben; we are here for Grandpa!"

"How do we know that punk and the Knights haven't got anything to do with Grandpa's distress signal?" Ben slammed his hand down on the Omnitrix. A blinding green light enveloped him, and then a thick voice announced, "SWAMPFIRE!"

Gwen held her nose at the sudden stench, "That stinks!"

Swampfire sniffed his hands, "Ewwwww! Thought I would never smell this badly."

"Whatever, just get yourself off here!" Gwen mimed vomiting.

(-)

Swampfire ran towards the middle of the clearing. Two of the Knights saw him running and raised their blasters. The blasters roared in unison, firing beams that penetrated his torso. To his amazement, he didn't feel anything more than a mere tickle, and the gaping hole in his midsection disappeared quickly.

"Now you have got me angry," he announced. "That's cool!" he added, as his hand burst into flames. Fireballs dispersed from his fist, causing the two knights to let go of their weapons and dodge. Unfortunately, that attracted the attention of the rest of the people there.

"Tennyson?" Kevin Levin, Ben's old nemesis, blurted. "Do you always have to poke your nose in my business?"

"Enough of your games, Kevin. Tell me where you have got Grandpa Max."

"I know nothing about that old man. And I am giving you one last chance to back off from here if you don't wanna get hurt."

"Try me," Swampfire followed up with more fireballs at the Knights, who were starting to surround him. The sound of a Knight shrieking as he fell behind his back told him that it was Gwen.

"Got your back."

"Good. Now I can go all out!"

(-)

Kevin watched as Ben's new alien form began to mow down the Forever Knights. Backing away he found himself cornered between two trucks as Ben moved towards him.

"Run out of tricks, have you, Levin?" Ben taunted

Kevin put his hand on the metallic body of the nearest truck, coating himself with the metal.

"What…?" The split second advantage was all Kevin needed as he lifted the truck effortlessly and hurled it towards Ben.

"Ben!" A familiar voice cried out. Kevin looked around to see someone he had not expected.

"Gwen?" It was Ben's turn to take advantage as he lifted the truck and threw it away before crossing the distance between in the blink of an eye. Before Kevin could react, he found himself pinned under two strong arms which suspiciously felt like roots of a banyan tree, and the most horrible stench in the world.

"Get off, cough, cough, me, cough!" Kevin let out with much difficulty.

"Not so tough now, are you? Speak up! Where's Grandpa?!"

Kevin wanted to say something, but the smell knocked the fresh air out of his lungs, blacking him out.

(-)

"That was rude," Swampfire turned his neck, looking at Gwen and the remains of the short battle: bodies of dazed Knights and broken crates and weapons.

"So this was what he was dealing in," Gwen picked up a blaster from a crate, "This is seriously high tech weaponry."

Swampfire looked up and suddenly dove towards Gwen, knocking both of them down on the ground as a blue energy beam flew inches over the both of them. A whole armada of attack planes appeared right above and encircled them.

"Right. Should have known they would have back up." Swampfire groaned as he got up.

A blinding flash of light followed by a five ton RV breaking into the clearing broke the circle. "Ben, Gwen, get yourselves back in here!" Max shouted.

"Go!" Swampfire shouted to Gwen, "I am going to bring in Levin."

Gwen obliged without a word, backing her cousin up with shots of spherical mana as she ran towards the RV. Swampfire let loose a barrage of fireballs, dispersing the planes and paving a clear path to Kevin. He immediately changed into Jetray, and took off to the skies at supersonic speeds, with with his legs holding onto Kevin's hands and Grandpa Max's RV behind.

(-)

"What were you two doing in the forest in the middle of the night?" Grandpa sounded angry.

"We got your distress signal, we thought you were in trouble!" Ben replied.

Max sighed, "Old habit, calling for backup whenever I had to face an evil organization." He still seemed withdrawn.

"Grandpa?" Gwen finally picked up the courage to bring up the subject, "Is there something that we ought to know?"

"It's dangerous, Gwen." Max answered softly.

"Dangerous?" Ben's eyes lit up. "I love danger! I mean, then we need to know what is going on. The stakes might be bigger than we know."

Sighing again, Max picked up a recorder from the glove compartment and tossed it to Ben. "It has all you need to know. But DON'T open it now. You will know the time when it comes."

A groan came from behind them, Ben grinned, "Well, it looks like the bad boy is coming around."

(-)

"You nearly busted my deal, Tennyson! Do you expect me to flush out my customers to you? That would be lousy customer service!"

Ben started to say something angry, but Gwen intervened, "Yes, because we can help you get your money back. They did not actually pay you, did they?" It was a blind throw, but lucky. Kevin finally softened.

"Alright, but no more messing up with me. Once this is over, we are done. You take care of your business, and I mine."

(-)

"Why do they want that high tech weaponry, Kevin? Earth has not been in the radar for most of the species for several years." Max inquired as he drove.

Kevin shrugged, "Dunno. But they said they needed to defeat a new enemy that has arisen recently. That's all I know."

The cousins looked at each other, wondering what it could be. What started as a simple hunt for Grandpa Max was turning out to be another clash with a secret organization. And there was also the fact that Kevin Levin was not known for his truthfulness.

"Let's find out." Max finally talked after a moment of silence.

(-)

After arriving at the Forever Knight's new hideout courtesy of Kevin's instructions, they were greeted by a medieval ruin.

"Umm, Kevin, are you sure you led us to the right place?" Gwen asked.

"Of course I am! This is where all my previous dealing took…." Kevin was cut short by a beam of energy coming his way as he dodged it.

"Uh oh," summed up everyone's thoughts as they saw the Knights locked in battle with strange alien creatures.

"What are those things?" Ben asked.

"DNAliens. They have arrived here faster than I expected," Max relied.

"Woah, time out. You knew they were going to come here?"

"Of course. Haven't you ever wondered Ben, why I suddenly decided to return to Earth with no warning after five years?"

"Shouldn't we let those two sides settle their differences their way?" Kevin asked hopefully.

"And risk blowing up Bellwood? You of all people should be aware of the power of the weapons that YOU supplied to the Forever Knights!" Max stated hotly. Turning over to his grandchildren, he told, "Take out the DNAliens. They are the bigger threat."

"On it," the cousins ran over to join the battle.

Kevin made to follow them, "Oh no son. You and I need a little chat before we spring to action."

(-)

Ben went through Omnitrix, deciding which alien to choose as the silhouettes changed rapidly, before randomly deciding on one.

"HUMONGOUSAUR!" Ben announced in a deep voice once the familiar green flash around him died. As he ran towards the aliens, gaining momentum, he could feel the powerful muscles in his arms and torso. The DNAliens seemed to have shrunk in size before him, which could only mean that he himself had grown in size.

"Fun," he commented as the hordes of DNAlien were swatted aside by the powerful arms of Humongousaur. Gwen held on by her own, firing bolts of mana at the aliens, knocking them down. They were joined shortly by Max and Kevin, the former with a gun in his hand and the latter in a layer of titanium covering his body.

"That was easy," Humongousaur claimed as the last of the DNAliens were knocked down. "This guy can knock down Fouarms without breaking a sweat."

"Heads up we're not done yet!" Max called as the Knights turned their weapons to aim at the four of them.

"Wait!" Kevin called out loudly. "It's me, Levin. You still owe me for the last shipment, remember?"

"Do we?" one of the Knights stepped in front, his uniform signifying that he was the leader among the Knights there. "Brothers, let us repay our debt to our benefactor, and then some more. Hahahahaha!" The Knights readied their weapons at his words.

The four stood back to back as the Knights surrounded them. "So much for your customer service," Humongousaur remarked.

Kevin glared back, "Am I to be blamed for going on to their bad side?"

The Knights fired, but the impact of their shots was absorbed harmlessly by the pink colored shield conjured by Gwen. To make things worse, the Omnitrix decided to run out of juice, turning Ben back to normal.

"O man. This stupid thing has a stinking sense of time!" Ben complained. "Come on, come on!"

The Knights' fire suddenly began to decrease, and then stopped altogether. Ben looked up and realized why: a new wave of DNAliens resumed attacking on the Knights, prompting the latter to change targets.

"What is that?" Gwen called out, pointing at a much larger alien at the back of the DNAlien army. It was built in the same way as the DNAliens were, but instead of a mini octopus like head the DNAliens possessed, that alien had an angular face, with three eyes.

"An Atasian, although they prefer to call themselves the Highbreeds," Max answered. "They come from a powerful race and consider themselves as above the others. They are the controllers of the DNAliens."

The Omnitrix stopped beeping. "Gwen, you and Kevin keep the two sides busy. I and Grandpa will engage Mr Ugly."

Gwen let down her shield, and the four of them dispersed.

(-)

"BIG CHILL!" Ben announced after his latest transformation. He flew over the hordes of DNAliens and rammed into the Highbreed commander. To his surprise, he flew straight through him, leaving the Hihgbredd encased in ice.

"Intangibility and ice powers? Wow!" Ben marveled at the new form. The Highbreed commander, however, broke through the ice quickly and roared.

"Wait till I get my hands on you, you inferior worm!"

"Gotta catch me first," Big Chill taunted in reply to the Highbreed's threats and let loose a stream of cold wind from his mouth. The alien was prepared this time, rolling away from the danger zone before brandishing a gun in his hands. The Highbreed pressed the trigger, releasing supersonic waves from the muzzle. Immediately Big Chill covered his ears in agony, dropping to the floor.

"What were you saying scum?" The Highbreed kicked him, knocking him several feet away. While Big Chill still recovered from the pain of the supersonic waves, the Highbreed walked over to him and raised a boot.

"This is where vermin like you belong: under our heels. Once I am done I will make your friends wash your remains from my boot."

"STAY AWAY FROM MY GRANDSON!" Max yelled out in rage. The Highbreed staggered from the impact of the shot which came out of the blaster in Max's hands.

"You. Don't. Threaten. My. Family." Max let out through clenched teeth.

"Tennyson! What a pleasant surprise. This will make this fight more enjoying."

"We shall see," Max let out one more blast from his blaster.

(-)

After much difficulty, the Highbreed managed to capture Max.

"Old man. You have defied our race one time too many. I am going to pay you back to the last shard of Taydenite. I will not kill you. Not now. I would like to watch your 'family' die. And then I will destroy this pathetic planet. And then when you will scream at the horror of these happening, that is when I will grant you escape."

Max struggled in the aliens's grasp, "You will not win."

The Highbreed threw a cruel laugh, "Such spirit. Your despicable race, no matter how weak it is, still dares to defy the might of the Highbreed! Perhaps this will make my victory all the more better."

The Highbreed intensified his grasp on Max, causing the latter to yell in pain. A sudden blow on the head, however, caused the Highbreed to let go of Max."

Kevin rubbed his fist, "You were saying?"

From then on it was a four way assault on the Highbreed. Ben transformed into Humongousaur and pummeled at the hostile alien from the front. Kevin supplied with blows from the back. Max and Gwen, the latter also abandoning her containment of the battle like Kevin, provided ranged support.

"ENOUGH!" The Highbreed roared, his voice now filled with malice. He swatted aside Kevin and then a right hook on Humongousaur's jaw sent the latter flying a good thirty feet away. Gwen adroitly switched between dodging, defending and firing, but a lucky blow from the hybrid broke through her shield, knocking her out.

Humongousaur regained his footing with a bit of struggle and prepared to go against the Highbreed, but he was stopped by a terrifying scene. "STOP or he dies!"

Max was in the Highbreed's grasp, barely moving. "Good." The Highbreed turned to face Max, "Your people see you as a hero. Maybe they can mourn for you once you are gone. Oh wait, they will not have the time, because I will be getting rid of them next."

"Stop!" Ben transformed back to his normal self, "Don't hurt him, please!"

Max raised his head, "You are not hurting any of my grandchildren. Not anymore!" A device appeared in his hand.

"A null void projector!" For the first time, there was a hint of fear in the Highbreed's voice. "You won't dare!"

"Yes, I would." Max's voice was eerily calm.

"Grandpa, no!" Ben and Gwen shouted in unison.

"I am afraid this is as far as I can go. You have to go on your journey without me," Max paused, and then smiled, "I am proud of you two."

The Highbreed's scream was lost in the vortex as Max , still smiling, pressed a finger on the trigger. When the vortex was gone, so was everything in half a mile, as well as the Knights and the DNAliens. Only Ben, Kevin and Gwen were left, thanks to the shield Gwen had created.

"No!" Ben muttered in a dazed voice, "It can't be!"

He looked at others. Gwen was looking at Ben, tears streaming from her emerald eyes. Kevin stood in his place, with his head down.

"YOU!" Ben ran over to Kevin. Before he knew anything, Kevin was knocked down on the ground.

"Ben, no!" Gwen ran over to her cousin, restraining him.

"It was all his fault! If it were not for him, Grandpa would still be with us!" Ben tried to fight back against Gwen, his rage overriding his rational side.

Kevin slowly stood up, his head still hanging low. "Well, what are you waiting for? Mourning for the fact that the Knights disappeared without paying you?" Ben spat bitterly.

"I made a promise," Kevin finally spoke in a small voice.

"What promise?" Gwen asked softly, finally letting go of Ben after he had calmed down.

"Your grandpa made me promise that I would give up this life of crime and join you in your mission if something were to happen to him." Kevin replied, carefully avoiding Ben's eyes.

"Yeah, like we are supposed to believe that." Ben sneered.

Gwen put her hand on her cousin's hand, "Ben, people change. Look at ourselves; we have developed a lot over the past five years. We know the error of our ways that we used to adopt five years earlier. Everyone can change for the better."

Ben was silent. "Please, Ben," Gwen insisted, "Grandpa would have always given a second chance."

"Fine." Ben finally relented.

Kevin walked over to Ben and extended his hand in a gesture of friendship. Ben responded with yet another punch to Kevin's jaw, again knocking him down. Looking at the first sign of the sun rising, he walked away silently.

Kevin struggled to get up, but saw a hand extended towards him. It was Gwen's.

"Thanks," Kevin took her hand and lifted himself up. Gwen merely smiled sadly in reply, tears still streaming down the sides of her face, before turning to follow Ben.

Kevin stood silently, thinking about how one night changed his entire life. "I will make good use of this chance. That's a promise," he made up his mind and followed Gwen.

**A/N: For the beginning of this AU, I chose the episodes 'Ben 10 returns' and 'Max out' as inspirations. If there are any ideas on how the story can be proved, please do tell! And thanks for making out the time to read the 1st chapter of this story.**


	3. Chapter 2: Triple crossed

**CHAPTER 2**

The giant robot fired at Gwen, who raised a wall of magenta mana in front of her to deflect the shots.

"Need some help in here!" Gwen called.

"Coming! Stupid Omnitrix," Ben responded as the ominous beeping of the depleted machine continued. The robot raised a gigantic fist and brought it down on the barrier, breaking through it and knocking Gwen out.

Ben ran over to Gwen, attempting to drag her to safety. "Come on already!"

"Hey, you big hunking mass of titanium, over here!" Kevin, coated by a layer of stainless steel, taunted, drawing the robot away from the cousins. The beeping on Ben's watch stopped, and he wasted no time in jumping back to action.

"HUMONGOUSAUR!" came the roar as he charged into the robot, right in time to stop it from stepping on Kevin, whom it had just knocked down. Red beams shot out from the hands of the robot in reponse, but they bounced of Humongousaur's hide harmlessly.

"That tickles," Humongousaur remarked, following it with a tail swipe. The robot jumped aside, grabbed Humonousaur's tail and tossed him a hundred feet away, into the Mr Smoothies restaurant.

"Now you have gotten me angry." Picking up the Mr Smoothies billboard from the resulting wreckage, pole and all, he slammed it towards the advancing robot.

"And that's Tennyson's fifty second home run this season!" he announced gleefully, watching as the robot fell apart while hurtling over the skyscrappers of Bellwood. Kevin and Gwen approached him from the back as Ben changed to normal.

"Not bad, kid, "Kevin winked, sharing a fist bump with Ben.

"I know, right? All in a day's work," Ben grinned. "So what's the precious stuff that we were risking our backsides for?"

"This," Gwen picked up a recorder from the ground, similar to the one Max had given Ben before his sacrifice.

"Funny. Who knew that it would be hidden in a malfunctioning robot?"

"I think it was installed here as a guardian by your Gran….I mean the Plumbers, in case hostile aliens decided to invade Bellwood." Kevin answered this time. "Might have gone haywire after remaining idle for so long."

"That explains it," Ben yawned while they walked. "I want a proper sleep; I haven't had one for four months, since I got the Omnitrix back running."

"Hop on," Kevin said, patting his Dodge Challenger.

(-)

"_When you are going through this recording, Ben, I might not be around. But you have to keep up the vigil. Earth needs you now more than ever, and if our planet is to survive, then you have to step in as the leader of your group."_ The miniature holographic figure of Grandpa Max gave a small smile, and then continued, _" And remember, Ben, you have your friends with you. They are not your liabilities, but your responsibilities, and you might find one day, when your strength fails, that they will back you up." _The hologram disappeared, leaving Ben's room in darkness. Over the past four months, Ben had gone through the transmission again and again, hoping against hope that there would be some indication on how to bring Max from the Null void.

Now that there was a second recording, Ben was not sure how to react. Sure, it meant that there was a slight hope that Grandpa Max had foreseen what would have eventually happened to him and had recorded instructions on how to retrieve from the intergalactic prison, but Ben had avoided playing the record, in fears of being wrong.

He was sure that Max's cryptic message alluded to the bad blood he and Kevin had shared in the past. Despite that, over the time following their first encounter with DNAliens, Kevin had become more of a big brother figure to both Ben and Gwen. Deep inside, he still had a niggling doubt about where Kevin's true loyalty lay, or if he truly pledged loyalty to anyone at all.

"The second treasure hunt piece can wait for now," Ben collapsed on his bed, falling asleep quickly.

(-)

"Where's Ben?" Gwen asked as she entered Kevin's garage. The latter was checking his ride's carburetor.

"No sign of him. Last I heard he was telling me to stay put."

Gwen sighed, "That's so like Ben: calling for a meeting and be late himself. And why are you working on that car again? It looked pretty much unscathed to me last night."

Kevin slid to reveal his dirt smeared face, "How about keeping yourself away from the matter that does not concern you at all?"

Gwen was going to counter with something as much spiteful, but Ben chose to walk in at that precise moment.

"Sorry guys. Had to break up a hidden DNAlien nest on the way."

"Whatever. You better have a good reason for making me come all the way to this rusty-car-housing, rusty garage." Gwen said.

"Hey! That was uncalled for!" Kevin protested.

"What's with you two? I can't believe I am the one acting maturely here!"

Gwen and Kevin flushed, "Sorry." Kevin added in an undertone, "Just don't take on my car, please?"

"You will have better time to profess love to your car, Kevin, but right now we have urgent things to speak of." Ben took out the second receiver, and put it on the table beside the car. The familiar hologram of Max Tennyson appeared.

_"By now I think the three of you have developed into a good team. I am afraid that will not be enough to face the dangers that are about to come. You will need to convince more to join your ranks. The Highbreed fleet will soon be mobilized, and without numbers, you will not be able to stand a chance."_

The hologram died, accompanied by some incoherent noises. "Whoa, just like that? No more details?" Kevin blurted.

Ben looked strangely let down. Gwen put her hand on his shoulder, "I am sorry, Ben, I too hoped that we could bring back Grandpa from the null void."

"It's ok." Ben shrugged, "What amazes me is how Grandpa was able to know what would happen without him. It seems as if he had planned the whole thing."

"Grandpa must have installed the robot when he was last here. That would explain why it went haywire; he might have deliberately programmed it to do so without him to maintain it constantly."

"But why now? I mean he could have given us both of the records at the same time. Why the gap of four months?"

Gwen looked at her cousin with exasperation, but kept her tongue in check, "The first line makes it clear I think."

An awkward moment of silence ensued, followed by an equally awkward attempt by Kevin to break it.

"Umm, maybe we should go out a little. It's weekend after all. Smoothies, anyone?"

(-)

"Highbreed fleet. How are we supposed to know exactly when they are going to come at us?" Ben asked for the fifth time.

"I've told you Ben, if they are going to come at us it has to be a Jumpgate the size of a small town. There is no way they can keep that hidden." Kevin was patient.

Ben moved the straw in his Smoothie absent mindedly, "And why do I get the feeling that Grandpa is still holding back something from us?"

"Like?" Gwen asked.

"I don't know, Gwen. Honestly, I don't. Call it intuition or whatever, but Grandpa's warnings have to do with more than just the mere Highbreed threat. He did say 'dangers'."

"I would not call Highbreeds mere. Not after what I saw them do in the first place."

Ben looked at his cousin sadly, and then sighed, "I guess so."

(-)

"Tell me again why we are waiting in the forest in the middle of the night?"

"Patience, Tennyson. You will soon see," Kevin responded to Ben's impatient urges. He was going to say more, but something caught his eye, and he shouted, "Duck!"

Immediately a row of quills embedded itself on the metallic body of Kevin's car. While Ben and Gwen cowered for cover, Kevin encased himself with metal from the car and picked up a large boulder. He threw it in the direction of the trees from where the next volley of quills were shot and heard a scream. Satisfied, he called out to the cousins that the danger was over.

Kevin walked over to the trees. "Argit, you scum!" he exclaimed angrily.

"Nice to see you too, Kevin, but at least give a heads up next time before you throw a skull busting rock at me." The opossum with porcupine quills for hair spoke, rubbing his head while getting up.

"Look who's talking. Who fired first, huh?"

"Guilty." Argit raised his hands. "I thought you wanted to talk."

"I do," Kevin smirked. "And you will be surprised."

(-)

By the time Kevin had climbed out of the trees with Argit, he found Ben lying on the ground snoring.

"As soon as he touched the quills, he became like this." Gwen explained.

Kevin was annoyed, "I thought I told you guys not to touch those things. They contain paralytics!"

Gwen was cool in her reply, "Actually, you didn't."

Argit looked at the figure lying flat on the ground, "You don't mean that you brought me to make a deal with the Tennysons?" He asked Kevin.

"Afraid so."

"Who is your friend Kevin?" Gwen asked.

"Argit. Your regular con man." Kevin answered in a matter of fact tone.

"Kevin! I thought you steered clear of all that illegal tech trade!"

"I did!" Kevin said hotly, "What makes you think that I can't keep my contacts without going back to illicit tech trade?"

Ben sat up, groaning, "What did I miss?"

(-)

"Come on now, Argit, you sure know where the Highbreed HQ is!" Kevin implored.

Argit refused to budge, "I don't know nothing, man!"

"Enough of your games, you humongous rat!" Ben lost his cool, lifting Kevin up by his collar.

Kevin smirked, " You can either tell us, or you can face his wrath. Your call."

Argit turned his gaze towards Kevin, "And what do I gain from that?"

"Many things. For starters, your life. Besides there is that little debt you owe to me, dude. And no, I haven't forgotten." Kevin's grin became wider as Argit's eyes grew bigger. "I could though."

"You got me." Argit gave in.

(-)

"Los Soledad? Please tell me you aren't kidding me." Gwen was skeptic.

"We'll see Gwen. It's not like he can escape from the three of us. Ben did a good job shaking him already."

They reached the place in no time, but found nothing there.

"Why am I not surprised?" Gwen frowned at Argit.

"Watch me, girl." Argit walked at the wall. When he touched the wall he promptly vanished.

"He tricked us! Come back you twisted.."

Argit's head reappeared on the wall, "Shhh! Just follow me."

"Woah," Ben exclaimed once they crossed the wall. An abandoned military base the size of a small city had been turned into a Highbreed base overrun with DNAliens. That by itself was jaw dropping, without taking into consideration that such a huge area had been hidden from the eyes of men.

"Alright, I believe you." Gwen muttered.

Kevin pointed at a large arc, "That's the Jumpgate the fleet will use if they want to attack Earth. I say we break it already, cause it looks like it's nearly complete."

"Woah, strong guy," Ben held him back. "Just like that? The place is running with DNAliens. And I doubt they will build a Jumpgate without a force field around it. Let's find the control tower first."

Kevin looked impressed, "Fine. We'll do it your way. Argit, lead the way."

(-)

The hordes of DNAliens that that guarded the control tower were nothing but cannon fodder for the trio as each of them effortlessly mowed through the crowd: Gwen rapidly firing mana bolts; Kevin turning into a human sized metallic bruiser, while Ben as Humongousaur doing his unstoppable juggernaught thing. Even Argit, cowardly though he was, joined in the action by firing his quills sporadically while hiding safely behind Kevin.

Within minutes, the path to the top of the tower was all clear. They ran up, until the stairs came to an end, and in front of them was a large door.

"Ugh, why don't they have escalators here?" Gwen was panting by the time they had reached the top of the stairs.

Humongousaur brought down the door in one punch. Inside was a large room with three Highbreeds stooping over something.

"Take them down while they are distracted." Humogousaur ordered.

At his words, the three Highbreeds turned to face the team. "Great job breaking that, hero." Kevin rolled his eyes.

"Whatever. I will take the big one." Surprisingly, it was Kevin who took out his opponent the fastest, with a single blow from his metallic punch.

"How…" Gwen started, but was cut short by Kevin shouting, "Behind you!"

Gwen conjured a mana wall just behind her in time to block the Highbreed's punch. Two magenta hands sprouted from her wall, punching the Highbreed back.

"Thanks!"

"Don't mention it," Kevin's voice, all of a sudden, seemed sinister, as did the slowly growing smile on his face.

"Kevin? What….!"

(-)

Humongousaur flew back as the Highbreed's boot connected with his torso. "I hate it when you guys do that!" Realizing that the Highbreed commander was too powerful to be taken by Humongousaur alone, he pressed his hand on the Omnitrix button on his chest.

"ECHO ECHO!" a mechanical voice shouted. "Now, strength in numbers!" Echo echo began to clone himself, soon having half of the room filled with identical looking aliens. A deafening scream began to emanate from all of the clones' mouth, and the Highbreed commander collapsed under the stress of the sonic waves.

"Stop or she dies!" came a rasping voice. Looking back, to his horror, Ben saw his cousin in the clutches of another Highbreed, and a quill protruding from her neck.

Realizing who the culprit was, Ben began to search for Argit. "Uh huh, Ben, I would advise you against it." Kevin spoke up, sneering. "Turn back to normal; I don't want any of you two to get hurt."

Ben reverted back to his human self, his eyes filled with hatred as he turned to face the one who had betrayed them. He was standing beside the Highbreed who had Gwen in his hands.

"I had wanted to do this for a long time, you see. Famous Ben Tennyson, always spoken of with reverence across the entire galaxy! You were too powerful to take down directly, so I decided to bid my time, pretending to be a friend, all the while plotting my next move against you. And it succeeded, didn't it? The whole galaxy will remember me as the one who took you down!"

The Highbreed who Kevin had "felled" rose behind Ben, his fists clenched together and ready to bring down on Ben's head. "Hold it. Argit, the honor is yours." Kevin insisted.

A sharp thing pierced Ben's neck, and before he had even hit the ground he was unconscious.

(-)

"Ah! My neck, it hurts!" Ben spoke after he regained consciousness. He found his arms and legs tied to shackles, and next to him was Gwen, similarly incapacitated.

"Close your eyes; the pain will go away. I woke up with a similar pain too." Gwen advised. "What happened, by the way? Did Kevin manage to escape?"

Ben's mouth twisted at the last words. "Yeah, he did. By selling us to those Highbreeds."

Gwen gasped, but said nothing. Ben too remained silent. Before long, the door in the cell to which they had been confined opened and Kevin walked in.

"You…you.." words failed Ben as anger boiled inside him. Kevin smiled slightly at the sight of his nemesis trying in vain to break free of the shackles and attack him. "It's no use Tennyson, no Omnitrix this time to save you. And the shackles also disrupt mana flow," he added, while turning his gaze meaningfully.

"Why Kevin?" Gwen asked softly and looked at him, forcing Kevin to look away. The look of hurt in her green eyes almost caused Kevin to guilt trip.

"Not that you will ever understand, Gwen. I do not belong here; not on this planet, and certainly not with you two. I always wanted to be accepted, not pitied or being treated like an outcast."

"You were one of us Kevin! We looked up to you as a friend!" Gwen was nearly driven to tears.

Kevin, having no answer to that, silently turned and exited the cell.

(-)

Kevin came back to the control room, his mind still reeling from what Gwen had said. For the past four months, he had viewed himself as someone who had reluctantly been allowed in the team. Now he was not so sure.

"You have done well in deceiving the Tennysons," the Highbreed commander spoke.

"No gratitude required. I only did that because I wanted to," Kevin's answer was rude.

"How dare you!" the Highbreed sitting next to the commander hissed, but the commander raised a hand.

"Since you have done a great service, I am willing to keep up with your rudeness for now. What do you say we kill them right now? I am sure you will be able to carry the news to Max Tennyson, one way or the other."

Kevin thought furiously, "I wouldn't go with it. For starters, there is so much information we can get from those two; for example, information about species in the galaxy which you do not even know of. If you kill them now you lose the opportunity."

"Hmm, well said. However I will decide what to do with our prisoners. In the meantime, you will be allowed to leave this base freely, without any fear for your lives, as will your friend. Consider this as your payment for your work."

"But to go through so much trouble.." Argit, whom Kevin had not noticed before, spoke from the shadows.

Kevin went to him, and then dragged him by the ear, "Come on."

(-)

"What were you thinking, Kevin? We could have become richer if you had allowed me to bargain a bit more." Argit complained as they walked towards the edge of the cloaking field.

"And risk losing your life? Not worth it at all."

Argit looked at Kevin in a different life, "Passing up the opportunity for a reward? That's so unlike you."

Kevin looked around, and suddenly grabbing Argit by the collar, dashed into an abandoned house. "You are right, Argit. But it is not the Highbreeds who are going to pay me."

"But…. but you said you will be even if I helped you on this!"

Kevin smirked, "I said I will forget your debts. I didn't say all of your debts." The smile vanished, turning his face even more frightening, "Where is the recorder that you stole from Max Tennyson?"

"I don't know what you are talking about mate!"

"O yes you do! The permit list said that he had ordered three recorders, and he could not have bought more without another permit because by doing so he would bring tech which is of a higher level than that which is allowed here. Only two of them have been found, but there was supposed to be three of them!"

"Just because you didn't find them doesn't mean that I stole them!" Argit answered with more conviction than Kevin expected, but he remained unfazed. "Maybe you haven't searched for it at the right places."

"They were twin recordings, Argit, which means they were supposed to be found together. I recognized it as soon at the instant I heard the beeps at the end of one of Max's messages. It was the Plumbers' Signal Divider code, used to join two separate messages. Whatever he had to say, I bet it was so important and dangerous that he decided to separate it into two parts. And I also learned recently that Max Tennyson busted one of your operations shortly before he arrived on Earth. I fancy you took that opportunity to steal some of his gadgets."

Argit backed against the wall, more intimidated than amazed at Kevin knowing everything about him. "Ok, I give up. Here is your recording!" A volley of spikes suddenly fired towards Kevin, but he was prepared for them. He dodged them swiftly, before knocking down Argit on the ground.

"Now, Argit, or I won't think twice about breaking your back! Or your little hideout on this planet for the matter."

"It's in the inner pocket of my jacket. Please, don't hurt me!"

"I wasn't going to." He knocked Argit out cold.

"For the first time, you actually spoke the truth," Kevin smiled as he brought out the recorder from Argit's pocket, glad that the alien made it easier for him by keeping it close. "My, my, and a personal cloaking field generator! That would make my work much easier."

Taking those two gadgets, Kevin stepped out of the house. Now invisible, he moved towards the control tower.

(-)

"What do you know about the planets in the outer rim of the galaxy? Speak!" The Highbreed commander's lieutenant roared, followed by a slap across Gwen's face.

"Leave my cousin alone!" Ben shouted angrily as Gwen groaned from the blow. "Don't you have any dignity, harassing ladies and all that?"

The Highbreed commander raised his hand, "I admire your spirit. But it is only a matter of time before we are successful." He then addressed his subordinates. "We shall leave these weaklings alone, for the time being."

The Highbreeds left the cell, leaving the cousins in their shackles. "I hope they haven't hurt you badly." Ben spoke to his cousin, noting the small of trickle of blood falling from Gwen's lips.

Gwen smiled, "It was just a scratch. If anything, you should be worried about how they have tortured you." Ben's whole body was aching from the punches the commanders' lieutenants had fired at him.

"Only if we could get out of this, I promise I will treat that double crossing git to something he will remember for the rest of his life."

"Glad to hear that Ben," an invisible voice spoke which would have made Ben and Gwen jump if they had not been in shackles. To compound their amazement, Kevin rematerialized out of thin air within the cell.

"Great, Kevin, you make this easier for me. Now I don't have to chase you." Ben spat acrimoniously.

"If it means anything, I am trying to get you two out of this mess. I have managed to sabotage the Jumpgate, but the Highbreeds won't remain distracted for long. So if you would rather waste your time pulverizing my face, be my guest."

Ben glared at Kevin but said nothing as the latter freed him from his bonds. Kevin then turned towards Gwen and worked through her bonds as well. As she fell to the ground with a groan, Kevin made a motion to try to help her back on her feet, but Ben looked at him sternly as he crouched to help his cousin.

"Don't touch my cousin, you slimy snake."

Kevin withdrew his hand, hiding his feeling of hurt at the words. Gwen shakily stood up. "It's alright Ben," she looked at Kevin calmly, and then did the unexpected.

Echoes rang within the cell as Gwen slapped Kevin across his face with all the strength she could muster.

"That's for the torture Ben and I had to go through," she said coolly, ignoring the look of shock on Kevin's face.

Kevin replied in a small voice, "I am sorry."

"Oh, now you are sorry! Ben was right; you are not fit to be trusted." Gwen's words hurt him so badly that Kevin doubted she would have had hurt him more if she had decided to run through him with a knife instead.

"Please, leave! Both of you! This is not the time!" Kevin practically begged of them.

Ben and Gwen left the cell, leaving Kevin alone in the cell.

"Time to bring this place down," he whispered to himself.

(-)

Ben transformed into Chromastone and carried Gwen as fast he could towards the edge of the cloaking field. He stopped when he heard a voice asking for help. Luckily for him, all the DNAliens seemed to be diverted to some other location, so Chromastone was easily able to track the voice to its source.

"Argit!" Ben growled, putting Gwen down on the ground.

"Aaaah! Not my fault! Not my fault!" the alien suddenly bowed, and a flurry of quills shot towards Chromastone.

"Will you stop that? It's not even surprising anymore!" Chromastone bellowed as the quills shattered harmlessly against his crystalline skin.

"I tell you, it's not my fault!" Argit seemed to have been driven to the point of hysterics. "It was your pal Kevin who decided to sell you out to the Highbreeds. He contacted me two months ago, telling me that he wanted to betray you two. So I took him to the Highbreeds, with whom Kevin struck a bargain; he will deliver you to them. Tonight's meeting was a set up. And then he took the opportunity to double cross me as well! He took the recorder I had stolen from Max Tennyson."

"You did WHAT?!" Chromastone did not attempt to hide the incredulity in his voice.

"Yes, and he also took my personal cloaking field generator. Andromeda knows what he is planning to do right now!"

"Ben, he plans to destroy the Jumpgate all by himself! He didn't complete it first time as he meant it to be a diversion to let us escape. Now it makes sense, he pretended to betray us so that he could come to the Highbreed base and formulate a plan of attack." Gwen shouted, as the dots began to connect.

"He could have told us that." Chromastone was not convinced.

"We would not have believed him. Argit, what happens if the Jumpgate is fully destroyed?"

Argit cowered in fear, "He will use a tachyon bomb to blow off everything within three miles."

Gwen's eyes widened in horror, "Ben, we have to get Kevin out of there!" Even then Chromastone looked unconvinced, "Please!"

"Alright. But you two get out here as fast as you can. No, don't protest!"

"Fine," Gwen stood up. "I am alright now. And what if Argit tries something funny?"

"Catapult him back to the base." Ben transformed into Jetray, ignoring Argit's protests.

(-)

Jetray stayed high above the ground, just enough to avoid being seen by the Highbreeds and DNAliens down at the Jumpgate. Right at the moment, however, they were too concerned with their own problems involving an invisible menace to notice him.

Jetray watched in amazement as he saw rows of DNAliens knocked down as if by an invisible tidal wave. Unfortunately, Kevin's personal cloaking field ran out of power soon, leaving him vulnerable in the middle of the crowd of half formed aliens. Jetray descended in the blink of an eye and began taking out some of them to give Kevin a little breathing space.

"Tennyson! I told you to get off this place."

"Shut up! Activate the bomb and bring your sorry hide over here so that we can get," came Jetray's snappy reply. "Hurry!" he added, as the horde began to overpower him.

Kevin rushed immediately towards the Jumpgate, but was blocked in his way by the Highbreeds. "We knew all along that you cannot be trusted. This is as far as you will get."

"Say something original, will you? I have been hearing this stuff for six years." Kevin taunted.

The lieutenants leaped upon Kevin with a roar, and it was with difficulty that he avoided their attacks. Soon he was overwhelmed by them, finding himself pinned to the ground.

"Now you die, Earth scum! No more escapes this time."

"Leave him alone. He is with us," Jetray spoke, as he disposed of the last of the DNAliens.

"You would not have said that, if you knew what he had actually done," The Highbreed commander spoke.

"He stole, he lied, he ran. That's Kevin for you."

"Get out of here, for God's sake!" Kevin shouted, just as the ominous beeping started.

"You did not activate the bomb!" The disbelief in the commander's voice was evident. "Run!"

"Get up, Levin!" Jetray picked Kevin in his arms and flew off.

(-)

Gwen watched as the entire base imploded into itself, leaving nothing except bright light which blinded her.

"No!"

"Just then she saw Jetray coming, carrying Kevin in his arms.

"Ben! Kevin!" She was so relieved that as soon as Jetray had let Kevin down she tackle hugged him, who was momentarily stunned.

"Ehem." Coughed Ben as he reverted back to human, prompting Gwen to quickly let go of Kevin, with her face blushing.

"Here." Kevin brought out the recorder from his pocket. "I forgot to give this to you back in the cell."

"Kevin, I am.. we are sorry! We thought.."

"It's alright Gwen," Kevin cut her short, attempting to smile. "I would have done the same in your place. And you were right; I am not fit to be trusted."

"Kevin, wait!" Gwen called out as Kevin turned his back on the cousins and walked away.

"Where's Argit?" Ben asked.

"I let him go away. No sense in letting him stab us in the back again."

Ben inhaled deeply and let out a long sigh, "Grandpa was right, Gwen. Look how we let ourselves get divided. If we really mean to defend Earth, there should be a bit more trust among each other."

Gwen hung her head down, regretting the way she had treated Kevin. "He will be back Gwen. He always has a big ego."

"We went too far this time."

Ben looked at the recorder, "All this for one little thing. Least we can do is to find out what else Grandpa wanted to tell us." The recorder started playing, sprouting Max's silhouette. When the record ended, the cousins were left staring at each other in shock.

"It can't be!"

"It is."


	4. Chapter 3: Coolness broken

**CHAPTER 3**

"Back to back!" Gwen shouted, as Ben transformed into Spidemonkey and the DNAliens surrounded them.

"Aw come on, what's the fun in that?" Spidermonkey leaped on the head of the nearest DNAliens, and then jumped further up, shooting his webs at the DNAliens to incapacitate them.

"BEN!" The DNAliens began to crack open the shield Gwen had sprouted around her. The shield shattered as a DNAlien, slightly larger than the rest, pounded his fists on it, knocking Gwen on the ground. In the blink of an eye, he had captured Gwen in a strong hold, out of which she was unable to squirm out, even with her martial arts training.

Spidermonkey looked back. "Uh oh." A web swinging kick from the back knocked Gwen out of the large DNAlien's grasp. Before she had hit the floor, Spidermonkey shot another web to ensnare her, and promptly made his way out of the hatchery with the wrapped up Gwen in his arms.

"Gross. Thanks for the help there, hero." Gwen sarcastically remarked as Spidermonkey helped her out of the cocoon.

"Sorry about what happened back there." Ben changed back to normal.

"I thought we had instructions to work as a team. When are we going to do that?"

Ben frowned, "If you could have only held off for long, I could have brought down the rest of them."

"Don't you play smart with me, Benjamin Tennyson! I wouldn't have to go this futile talk if we had Kevin back in our team."

"Oh, now you are trying to guilt trip me? Who was the one who had slapped him when he was trying to help us?"

"You were harsh to him from the beginning! You never wanted to believe that he had changed for good!"

"And you weren't actually uber nice to him, were you? Both of you were getting on my nerves bickering non-stop."

"You are an ungrateful, obnoxious moron who things that he is above everyone only because he has the most powerful tool in the world!"

"That was uncalled for!" Ben retorted again, clearly stung this time. "I am grateful for what Kevin did to save us back there!"

Gwen stared at him hard, which made him sigh, "We are going nowhere by grieving over this broken 'team' of ours."

"Have you ever considered apologizing to Kevin for being a jerk? Oh fine," Gwen spoke up for her cousin, noticing his blank look. "We are done for tonight."

"Let me walk you to home." Ben tried to make up for the argument they just had.

"I am perfectly capable of finding my way home, thanks. I do not need you or Kevin for that matter." Gwen turned haughtily and walked away.

"Why does it seem like we have taken a trip five years back in time?" Thought Ben.

(-)

"Hello, Kevin." The familiar voice made him look back to see Gwen at the entrance of his garage-turned-home, smiling. "May I come in?"

"If it's about going back, Gwen, then I'm not gonna talk. I've told you long ago about my decision."

"I just came here to see how you are doing." Gwen sat beside Kevin on the couch.

"Now you have seen me being pretty good, I think you can leave," Kevin said rather rudely. Realizing he had been a bit too unkind when Gwen did not reply, he added, "Sorry. I am fine, Gwen."

"You haven't been home for three weeks now. Your mum is getting worried about you."

"That's not my home, Gwen. I don't think there is any place on this universe which I can call home, except perhaps the Null Void." Gwen put her hand on Kevin's, who twitched at the sudden contact, as if he had been shocked, but did not take his hand away.

"That's not true, Kevin! You have a home here, a family. They need you, Kevin, and they love you more than you could even imagine." Kevin remained stoic.

"So now you are a family relationship expert?"

"It does not have to be this way."

Kevin pulled his hand from Gwen suddenly, "Do not pretend to understand me, Gwen. I think I know my problems more than you do."

"It won't do any good isolating yourself from the others. Your parents need you, Kevin. We.. we need you."

"My father is dead, Gwen, and my mother is as good as that. And if this was your ploy to emotionally manipulate me and make me join the team again, I will have to disappoint you."

Seeing Gwen was visibly trying not to cry, Kevin softened up a little bit. "You look tired. Let me give you a ride back home."

"No thanks. I mean, I can walk myself home." Gwen turned around and left Kevin in his garage.

(-)

"Gwen? It's me, Ben."

"Hello, Ben. Nice to hear from you. Gwen's caught a little cold, I am afraid," Gwen's mother replied from the other side.

"Will you mind if I come over here to check on her, Aunt Natalie?"

"Surely not, dear. Do come." Ben hung up

"What had Gwen been doing last night to get herself to catch cold?" he wondered.

(-)

"Where did you go last night?"

"I am sorry, Ben?"

"I am asking where was it that you went. You were fine when you left me, but Aunt Natalie said you came home all shivering."

"I am unwell, Ben. Let me get some rest."

Ben stared sternly, "Not until you tell me the truth. It was quite cold late last night. Where were you?"

Gwen sneezed, prompting Ben to offer her a tissue paper, "Thanks. Alright, if you want to know so badly: I went to see Kevin." She sneezed again, and prepared to pull the blanket over herself.

"Wait. You went to see Kevin."

"Yes."

"What for?"

"Well, obviously we need him back in the team, don't we? Look at all our disastrous attempts to find out about the Highbreeds."

"Well, obviously _you_ could have taken me with you if all it was for to make a grouchy team member return." Ben suddenly chuckled.

"Meaning?" Gwen frowned.

"Nothing. Forget I said anything."

"Good. Can I rest now?"

"Sure." Ben smiled. "Get well soon. And in the meantime, I am going to pay Kevin a visit." He added the last line mentally.

(-)

"What are you doing in my garage, Ben?" Kevin asked upon returning to his garage and finding Ben in it.

"Oh, you know, just looking around you place. It's nice." Ben smiled, noting to himself how difficult it was for him to do in front of Kevin. Memories of the bad experiences involving Kevin that he had run into before did not help. "I let myself in through Big Chill," he added, noticing Kevin's slightly confused look.

"What do you want?"

"Relax, dude. I just wanna talk." Ben brought the recorder Kevin pawned from Argit on that fateful day.

A transparent green colored miniature Max Tennyson appeared, _"This has been the most difficult thing for me to say, but you and your friends have to bid farewell to the planet that we have called home from our beginning. Yes, Ben, Earth is unstable and will soon be destroyed. I was skeptical at first, but Azmuth talked me through it. By now you must have realized how terrifying it must be to contemplate six billion lives to be lost. The only good news I can give you is that time is on your side, and it will not be five years before that cataclysm happens. By that time, the Galvan fleet will be mobilized and ready to evacuate you to a….. a new beginning."_

Admirably for his part, Kevin even did not bat an eyelash throughout the whole message. "You see? It is more than just you or Gwen or I, Kevin, the whole planet and its population is facing doom. Five years might be a long time, but things can change for worse. We need to stick together for the interests of our race."

"Why should I care? What has anyone done for me, except treating me like a pathetic freak?"

Ben heated up, "For the record, I didn't want to come here in the first place. Gwen was the one who was convinced that you had changed for good. I am sorry to say this, but you are still the miserable punk drowning himself in self pity that I knew of when I was ten."

Kevin's eyes flashed dangerously, "Don't try to mess with me, Tennyson. You don't know what you're talking about."

"I don't need to." Ben stepped out of the garage, but he turned back to face Kevin. "Gwen's sick by the way. I had hoped you would pay her a visit at least for the sake of friendship. I am not so sure now."

With that, he turned and left the garage, leaving Kevin troubled in his thoughts.

(-)

Gwen walked over to the door to answer the bell. She was pleasantly surprised.

"Kevin!" She started to cough as soon as she had raised her voice.

"I heard you were sick, so I thought I would just drop by and…well you know," Kevin answered awkwardly.

"I am feeling much better than I did in the morning when Ben visited. Come in." Gwen made to lead him inside, but Kevin raised his hands in protest.

"Umm, Gwen, perhaps this is not the time. You need to rest."

Gwen opened her mouth to dismiss Kevin's words, but before she could speak, her mother called from the kitchen, "Who is it, Gwen? I hear deep voices. Is that your boyfriend?"

If it was possible for her fever induced face to turn redder than it already was, it did so just then. "Alright, I better get going." Kevin's face sported a red hue no less dark than Gwen's did.

"Really tactful, Mum," Gwen grumbled as she closed the door and went back to her room.

(-)

Ben did not reveal to this to the others, but he was nearly scared to death while contemplating the imminent apocalypse. Granted, there was nothing to worry about right at the moment as it would be after five years, but Ben was saddened by the fact that after five years he would have to say goodbye to Bellwood, and the Earth in general, or whatever that's left of it. And deep inside there was an uneasy feeling that something malicious was at work to speed up Earth's destruction.

"I need to talk to Azmuth," Ben decided. He transformed into Jetray, and sped upwards, hoping that his mental compass would take him to the home planet of the Galvans.

(-)

Gwen lay shivering in her bed, her fever once again returning after it had slightly subsided in the evening. As much as she detested being alone with Ben while in patrol duty (both of them seemed to have reverted to their bratty ten year old beings due to the absence of someone else acting as a mediator), she hated it tenfold when she was incapacitated in her room while Ben was risking his backside to fight off hostiles, all by himself. Despite all the bitter banter that was exchanged between the two of them, Gwen was filled with respect for Ben and how he was handling things. He had been upset as well when Kevin had decided to quit, but instead of letting the shock of the quitting of the big brother figure get to him, he had kept calm. Admittedly, she herself had been much less successful in controlling her emotions.

And of course, there was Kevin. She was surprised to find how much Kevin had meant to the team. Of all people, it had been Kevin who had stepped into the shoes of Grandpa Max, and did a pretty good job of it. There were times when he would act strangely moody, as if he was in a different dimension, but he had stood by the sides of the cousins at the grimmest of times. Gwen had a new feeling for Kevin that she would not have associated with him before: sympathy. She could only imagine how difficult it was for someone to feel alienated due to his otherworldly powers, and then to serve a long time in an unforgiving intergalactic prison, only at the mere age of 11. No wonder Kevin looked like he was in a different world at times.

At these times, when she was left helpless, there was nothing she could do except ponder on the things that troubled her. This time, it was not the complexity within the team, but also outside, that bothered her. She could not still bring herself to believe that the planet which they had learned to call home would be in smithereens after five years. Although Ben had shown a take-it-easy approach to that, Gwen was not convinced. Ben was renowned for underestimating the gravity of things time to time.

"Wish this would just go away," Gwen thought as she got up from her bed, barely fighting back a sneeze, to get herself a Paracetamol.

(-)

"I do not answer to you, Ben Tennyson! Not that your under developed brain would be able to comprehend if I told you anything." The diminutive grey being in green robes spoke.

"Look, Azmuth, maybe later but now I really am in no mood for your pomposity. The stakes are more than just me or my friends. You have to tell me what's really happening."

"You do not need to. In five years' time, the Galvan air fleet will be ready to relocate your entire population to the other planet. In the meantime, you have to do your job to prevent the Earth from being destroyed by other forces. Like Highbreeds for example."

Ben sensed the Galvan was hiding something from him, "Fine. If you don't want to tell me, I can ask the Plumbers."

"Even the Plumbers aren't aware of this scheme, and in any event, they would not have allowed an entire species to relocate to a planet other than their own homeworld. The extinction of sentient species happens more frequently throughout the galaxy more often than you can imagine. The planet which I have chosen is hidden from the rest of the galaxy because of its unique position."

Now Ben was lost, "So you will have us relocate to another planet, isolated from the other sentient species?"

"Which is as good a chance as your obnoxious species will ever get to survive!" Azmuth snapped.  
"I do not know why I am wasting my time with humans, when people more fit to survive than yours are falling to their doom right now."

Ben chose to ignore the Galvan's bitter words and instead caught on to Azmuth's last words, "What is the doom that you are talking about?"

Azmuth looked at him blankly, but Ben was sure that if the Galvans' faces could show emotion, Azmuth's would have certainly shown exasperation at that time, "The Highbreeds of course! They are obsessed with the pride of being the first ever sentient species in around five galaxies. Nothing beats the vanity of a pure bred Highbreed."

"Not even that of a super genius Galvan?" Ben smirked.

"Which is why you must return to your planet as soon as you can. There is no telling what the Highbreeds might be planning next." Azmuth finished, ignoring Ben's interruption.

"Not until I know what made you think that our planet is going 'boom' in five years. Everything is going on normally, there are no wars, people are living peacefully. Does all of that spell 'doom' to you?"

"You of all humans, Ben Tennyson, should know that it takes only a moment of indiscretion to bring destruction to an entire planet. Earth, however, is a different case as it has been worn down gradually. Your people are so bent on disturbing the delicate balance of your planet's ecosystem for their own needs that an irreversible chain of events have already been set in motion. In five years' time, the disturbances set in Earth's crust will make their way towards the core, destabilizing the entire planet. Nothing can delay this, but it certainly can be speeded up. The Plumbers are aware of the fact, but they will do nothing other than to sit back and watch."

"You don't mean the Highbreeds are planning…?" Ben felt a sinking feeling in his gut as the realization dawned upon him.

Azmuth nodded, "Yes. Now you see why I am so adamant that you should go back to your planet instead of wasting my time here?"

"Can't the Plumbers do anything? They can at least stall the Highbreeds!"

"The Highbreeds are too powerful even for the Plumbers. They are the first ever sentient species in the known universe, remember? What they lack in technological acumen, they more than make up for it though their sheer numbers and brute strength."

Ben sat down on the ground, "I am too tired to make the trip back to Earth, even as Jetray. Can you teleport me there? Please?" he added the last word as Azmuth glared at him.

Azmuth was about to respond, but an explosion shook the laboratory in which they were talking.

Ben looked out of the window, "This…..This can't be happening!" Azmuth stammered, as a massive fleet clouded the green airspace of Galvan Prime. "The Highbreed fleet is here!"

Ben touched the dial on his Omnitrix, "It's hero time!"

"No time for your childish foolishness, Ben Tennyson! You must go back. Now!" Azmuth retorted.

"But you are outnumbered!" Ben looked as the fleet bombed the buildings one after another.

"Not your concern!" Azmuth said through clenched teeth, bracing himself for the impact from another shockwave caused by the explosion.

"But.."

"Now!"

The entire world went upside down, before bright light engulfed Ben. And then, darkness.

(-)

Kevin was fitting his Dodge Challenger with the latest cutting edge alien tech when his phone began to ring. "Kevin, it's me Gwen!"

"Is something wrong?" Kevin asked, noticing the slight note of concern in Gwen's voice.

"Aunt Sandra called me to tell that Ben's been missing since the last night. I thought at first it was a late night mission, but then I tried to call him on his phone and he didn't answer. Do you know anything?"

"He came to my place yesterday, and that was the last time I saw him."

"I'm so worried Kevin."

Abruptly, Kevin found the warmth seep off his voice, "Do you want me now to go round the whole town like an obedient dog searching for its master?"

"Kevin, what's wrong with you?!" Gwen's voice sounded both angry and hurt. "He is your friend, isn't he?"

"He was. I don't have to do anything for him. Or you, for that matter." He hung up rudely.

He began to regret it immediately afterwards. Now he had lost the only friends he thought he had. From his very childhood, his freakish powers had always caused him to be shunned by the others. Kevin had tried to act nicely towards people, but he had failed again and again. This changed him into a cold blooded delinquent, who began to take pleasure in others' sufferings. And then he had run into Ben, Gwen and Max five years earlier. Even after all his attempts to get them killed, they had treated him nicely, not with the fake sympathy that the people who did not openly hate him show. And the last four months, he had to admit, had changed his life so much. He had found a new purpose, a new way; only for his expectations to come down crushing after a poorly planned sting operation in which they barely succeeded.

"Ok, only this once," Kevin told himself, as he started his car's engine.

(-)

Ben opened his eyes, only to find himself staring at a sky which was definitely not from Earth.

"Where am I?" he muttered as he put his fingers on his eyes, which still hurt from the bright light from Azmuth's teleporter.

"Kylmyys," a rasping sound responded. Ben sat up and looked behind. He was shocked to find one of his alien forms out of his Omnitirx.

"Big Chill?" he asked incredulously.

"I am Yklyk, clan leader of the Fylk tribe. Welcome to the homeworld of Necrofriggians." As the Big Chill look alike stepped closer to him, Ben could observe the differences. The Necrofriggian in front of him was much bulkier, and had a paler complexion, than the one in his Omnitrix."

"O man," Ben's head dropped low, "Where did Azmuth send me?" He wrapped his hand around his sides as he began to feel cold. "What is this place, the freezing North Pole?!"

"This is one of the warmest places on our planet. The average temperature here is -12°C. Of course, I suspect your species hail from a warmer planet." Yklyk helped Ben get up. Now he had gotten up, Ben could relate this planet a lot more to the Arctic, or at least what he envisioned as Arctic in his mind.

"Ben Tennyson," Ben extended his hand at the alien, who looked at him confusedly. Realizing that handshakes are non-existent in Necrofriggian culture, Ben withdrew his hand sheepishly.

"The surroundings are uncomfortable for you, I can see. Let me offer the hospitalities of my dwellings where I can offer you more comfort." Yklyk raised his hand towards an igloo shaped castle on a glacier about two miles away.

"That far? I will freeze to death before I am even halfway there," Ben muttered, before something hit him. "Wait, why I didn't think of this before?" He turned the dial on the Omnitrix and then pressed on his watch, hoping that for this once, the Omnitrix would not show its sick sense of humor.

"BIG CHILL!" he sighed inwardly in relief as he heard the expected rasping voice. He turned to look at Yklyk, who was observing him with new found interest.

"Of course! You are_ the_ Ben Tennyson, wielder of the Omnitirx, vanquisher of evil around the galaxy!" Yklyk exclaimed.

"I am?" Ben wondered since when his reputation had started to precede him. It seemed too much like his younger self with the Omnitrix self publicizing.

"I say you better go in this form. Necrofriggians can be quite distrusting of other species," Yklyk said, before extending his wings and flying towards his abode. Big Chill followed him.

(-)

Ben was lucky to have figured out the Life-form lock function before being stranded on Kylmyys. He could indefinitely stay as Big Chill while on this planet, which could be a potential life saver as his human form would have been chilled to death by then.

Apparently Necrofriggians were as much resistant to heat as they were to the lack of it. Ben found that out inside the castle, where other Necrofriggians were busy working in the forges.

"It seems you are in middle of some kind of war," he remarked to the chieftain, noting the weapons that were made.

"We have to wage it every day for our survival." Yklyk answered while at the same time introducing Ben to the others as 'D'llfy'.

"Nice name you have gotten me there," Big Chill remarked.

"It was for your safety. But the truth is, I-all of our species need your help."

"With this war? Not that I am ungrateful for saving me back there, but I abhor unwanted violence. There is no way I can get myself involved."

"You do not understand Ben Tennyson. The Psycholoepterrans, against whom we fight, feed upon us. They are usually mindless beasts preferring to hunt alone, but recently they have been seen to work in groups. We are passing through a very hard time. Every day we are losing around one to two from our colony to those predators."

Yklyk stopped and looked at 'D'llfy', who said, "In that case, maybe I can help."

(-)

"Here they come!" Big Chill shouted as a pack of Psycholoepterrans descended upon the Fylk stronghold. "Ready the sonic cannons!"

The smallest Necrofriggians braced themselves against the crenellations and fired, the sound waves disorienting the giant insect like creatures.

"Tell your people not to freak out when I change," Big Chill told Yklyk, before deactivating the Life-form lock mode. Immediately he reverted to his human form. "This is a the most overrated piece of junk in the universe," Ben yelled in frustration, as the Omnitrix began recharging with a beep.

Fortunately for him, it took little time for the Omnitrix to recharge itself, and he wasted no time in transforming into his favorite alien…..or at least he thought he would do so.

"HUMONGOUSAUR!" the voice was metallic, "or Echo Echo. Yeah that is not bad either."

"Retreat! Into the castle!" the chieftain bellowed as their predators began to overpower them. "You there, cover that alien instead of pointing your handguns at him!" He barked at the smallest ones, who were at the front lines, while the rest of them retreated.

The predators paled and became intangible, letting any energy beams fired towards them pass harmlessly through their body.

"Yklyk! Why are you letting them get killed?" Echo Echo, or rather, one of the clones shouted.

"They are of low caste; they are expendable. You are not. Come back while you have the chance!" Bitterness crept in Ben at these words. Necrofriggians, for all the troubles they were going through, seemed no better to him. They had no problem letting the individuals of the lower caste die, as long as the aristrocrats were safe.

The cover up squad fired until they were all taken up by the Psycholoepterrans in their jaws. Seeing them getting nearly devoured made Ben angry.

"EATING NECROFRIGGIANS IS NOT COOL!" The whole squad of Echo Echos shouted, without realizing the obvious pun. Ben's rage exploded in the form of ultra sonic waves from the whole brigade of Sonorosian clones.

The poor Psycholoepterrans did not stand a chance against a squad of very angry Echo Echos and wisely decided to retreat, leaving the Necrofriggians they had caught for dinner back, relatively unscathed.

"Long live Ben Tennyson!" shouted Yklyk, and the others followed his lead.

(-)

"How can we thank you?! You have scared those nasty insects for good, they won't be back for long." Yklyk was utterly grateful.

"But they will be back, sooner or later. And what will happen to you then, without me to back you?" Ben felt like a jerk but he was angry at Yklyk for leaving his fellow people behind.

Yklyk did not blush, but judging from his awkward dropping of his head, he might as well had done so.

"Things were tough here, no doubt, but you made it worse by creating this caste system. Every one of you is as much as worth as the other. There is no reason why some should live at the expense of others." Ben was shivering in spite of the coat which the Necrofriggians had managed to find for him rather miraculously.

Yklyk fidgeted nervously, obviously thinking how to change the eons old custom. Ben put his hand on the chieftain's shoulder, "We can change for the better. It is part of evolution." Images flashed in his mind: a black haired boy turning into an abomination; a black haired teenager fighting along Ben and his cousin. "Yes, we can change." Ben closed his eyes.

Yklyk put aside his nervousness, and attempted a smile, or how much of it his Necrofriggian features would allow, "Ben Tennyson, you can teach us a thing or two." He smiled, and extended his hand. This surprised Ben, but he smiled as well, and then shook his hands.

"Chief, we have found two Earthlings who claim to be acquainted with Ben Tennyson." A Necrofriggian grunt entered the room.

Ben was astonished; he did not expect to be found so quickly, much less by what he suspected were, his teammates. He followed Yklyk outside.

"Ben!" Gwen came running, bear hugging him. "Never again be so reckless!" She tried to be angry but ended up smiling.

"Good to see you too," Ben laughed, "How did you find me?"

"We tracked a distress signal from your Omnitrix; I had my makeshift receiver calibrated to pick up the Omnitrix's signals." Ben realized that he had accidentally activated a distress call while trying to activate the Life-form lock signal. He looked over Gwen's shoulder to see another familiar face.

Kevin just smiled and said, "Time to go home, Ben." Which made Ben smile. "You will be leaving us, then?" Yklyk said to Ben.

"Afraid so. I liked here very much here though."

The Necrofriggians gathered around to bid farewell to D'llfy as Ben Tennyson, together with his friends, climbed aboard their spaceship.

"Well, I saved the day again! How cool is that?"

Gwen looked at Kevin, and then started laughing, noticing how everything was returning to normal.

(-)

"And we are almost home!" Kevin announced dramatically. "Fasten your seat-belts as we approach the last phase of the exclusive Kevin Levin ride!"

Ben smiled, "It's good to have you back in them team, Kevin."

Kevin suddenly stopped smiling. He had promised Gwen that this would be the last time he would come to their aid. He had half expected Ben to get mad and shout at him, but instead found himself being welcome in the team. The reason he had acted extra cheerful throughout the journey was that he had accepted that this would be the last time he would ever have the opportunity to work with them.

He was pleasantly surprised; never had he been so happy to have been proven wrong. The sight of Ben smiling, and of Gwen looking at him expectantly, imploring him silently to stay, removed whatever doubts he had in his mind about going back

"Yeah, glad to be back in the team too, Ben." A genuine smile formed on his face.

Gwen happily announced, "And on a completely different note, I am all well!" No sooner than she had said that, she began to sneeze violently.

"Guess Kylmyss wasn't too kind to you, Gwen," Kevin and Ben started to laugh. Gwen tried to stare the two of them down, but she began to see the funny side of it and soon joined them in their laughing.


	5. Chapter 4: Doomed

**So this is the last chapter of the first arc of this story. It is short on original ideas, as I intended to be more of a platform for the actual story and hence tweaked some of Ben's canonical adventures for my use. Reviews please, and do tell in which direction you want to see the story to proceed. Cheers!**

**CHAPTER 4**

"Ok, I am officially starting to get worried. Is it like the Highbreeds to give up their agenda so easily?" Gwen spoke, all the while looking at the alien tech Kevin had hung up in his garage wall as souvenirs.

"I doubt they would give up so easily. Maybe they have gone into hiding for the time being, seeing how they were being outclassed by Ben Tennyson." Ben announced happily while sipping on a Smoothie.

"Wow, can't argue with that logic. And how do we know they are not planning something nefarious while keeping us in the dark?" Ben recalled Azmuth's words right before he was teleported out of Galvan Prime. Even though he was acting indifferently to Gwen's fears, deep down he knew that the Highbreed threat was far from over. The fact that they had not run into any DNAliens while on patrol in the previous week did nothing to allay his fears.

"Alright," Kevin slid out from beneath his car. "Only one way to find out; let's go back to patrol duty shall we?"

(-)

"This is the dullest week ever! No alien smugglers, no intergalactic invasion threat. I might have as well stayed back and see the old Sumo Slammers episodes." Ben complained.

"Don't press your luck, kid." Kevin called out, annoyed. "You might cause them to sprout out in front of you. Uh oh." A beep set off ominously.

Gwen, riding shotgun, put her hand in Kevin's jacket pocket. "Plumber's badge?" She raised her eyebrows.

"My dad's. Plumbers usually pass their badges over to their children when they retire."

"Why?" Gwen was surprised.

"Duh. Many of them usually get stranded on planets other than their own and settle there and have children with the natives. Half-breeds are usually associated with illegal dealers, so Plumbers pass on their badges to spare their children the prejudice."

"You never told us your father was a Plumber."

"You guys never asked. My father was killed on Plumber duty when I was two years old. Guess I have to think him for my marvelous childhood."

Kevin was starting to get angry. "Sorry, Kevin." Gwen hurriedly apologized, which cooled Kevin down a bit. Ben took the Plumber's badge from Gwen's hand. "It's coming from the northern side of the city. You don't think there are other Plumbers' kids on Earth, do you?"

"You will be surprised, Tennyson." Kevin turned the car to head towards the source of the beeping sound.

(-)

They stopped in front of an abandoned warehouse.

"Doesn't look like anyone's been here for ages," Ben remarked as soon as he got off the car.

"Thanks for the tip, Captain Obvious," Kevin smirked as they entered the warehouse.

"You two," Gwen said frowning. "Knock it off. Let's find whoever that is with a Plumber's badge." She conjured a sphere of mana to act like a torch.

"I am afraid I am the one who would be doing the finding," a voice spoke from behind them. Before one of them could even turn around, Gwen was knocked out cold and the sphere vanished in thin air, leaving Ben and Kevin in total darkness. Kevin crouched low to absorb the concrete on the floor, anticipating a fight. There was a slight sound from his left side, and he threw his left fist without a second thought.

"AAAAHHH!" The scream made his blood chill, because it did not come from the unknown voice, but rather Ben's.

"Great. How am I going to explain that?" thought Kevin as he threw punches wildly in the dark. When that did not work, he began to back off slowly, until he felt a wall behind him. His sixth sense now active, Kevin abruptly kicked out to his right, his foot connecting with hard metal. Luckliy he had himself covered with a layer of concrete, or else the impact of it would have earned him a week in the hospital with broken toes.

The creature doubled over with pain, but was conscious enough to counter Kevin's blows. Kevin barely managed to dodge a slice from the creature's hand before a blow to the side of his neck knocked him out cold.

(-)

Kevin woke to see lights and an angry Ben sitting down on the floor. "You better have a good explanation this time around."

He raised his hand, "Hey it was dark. How was I supposed to know whether it was you or that creep who left us here after knocking us out cold?"

"The creep is here you know," the same deep voice which spoke to them in the warehouse rang again. He turned to find a blue humanoid alien in a Plumber space suit.

"I am Magister Luriv, and I have a few questions for you." The alien spoke again.

"Where are we?" Kevin asked, noticing the strange surroundings.

"I will be the one to ask questions! Now, who are you? How did you find me? No one was supposed to know that I would be here. Speak!" The Magister added the last word with a bit more menace seeing his detainees silent.

Kevin immediately took a disliking to the Magister and chose to ignore him just to add to the latter's annoyance. "Where's Gwen?" he turned to Ben.

"Your friend is safe in my ship." The Magister spoke again, revealing where they were at the moment. "Now, answers!"

"Who are you to ask questions?" Ben's anger finally got to him. "You intrude in our planet, attack us for no good reason, and now you are asking questions?"

Kevin winced, "Dude!" He feared Ben had gotten too far when he saw the Magister's eyes narrowing.

"I came here looking for a Plumber named Tennyson. He was supposed to meet me at that place."

Ben's innards squirmed in guilt at the mention of his grandpa. "He's gone. Null Void."

The Magister was shocked, "How did.."

"Long story. I am his grandson. You can tell me anything you want in his absence."

The Magister's eyes shot up in surprise, "You are Ben Tennyson? You look nothing like the uber powerful being who saved the galaxy several times."

To drive home the point, Ben transformed into Humongousaur. "Now do you wanna talk?" Turning to Kevin, he continued, "I kind of like how they refer to me as the savior of the galaxy, thought I can't remember when I actually did that."

"Funny. I will go see how Gwen is." Kevin got up.

(-)

"You are telling me that the Plumbers know of Azmuth's plans?" Ben could scarcely believe his ears.

"No! Azmuth confided the truth only to Max and me. I didn't believe him, so I decided to come here in secrecy and investigate the truth for myself."

"And you will tell what you know to the Plumbers right?"

"Although I disapprove of Azmuth's plan, I won't do so. Max made me promise to keep it a secret." The Magister turned to face Kevin. "And now, young Levin, you must hand over your father's badge."

"What?" Kevin was stupefied.

"You heard me, young man. There is no proof that you are Agent Levin's son, so you need to hand it over until I can ascertain the truth."

"You can't do this to me! That badge is…."

"Either that or the Null Void." The Magister finished strictly.

Gwen put her hand on Kevin's shoulder. "Kevin, it's alright. I am sure you will have it back in time, right Magister?"

The Magister seemed slightly ill at ease, "Yes. As soon as the routine procedure is done." He continued with more conviction. "And you three are prevented from further interrupting in alien business."

"But the Highbreeds….." This time it was Ben who tried to protest.

"Will be taken care of duly by me. Trust me, I have more experience in this matter than you kids." There was a sense of finality in the Magister's words.

(-)

"I don't know about you guys but not for a moment was I sucked in by that guy's words." Kevin grimly remarked as they drove away from the warehouse where Luriv's ship had set them down.

"Me too," Ben answered, remembering what Azmuth had said about the Plumbers and the Highbreeds. He had not told Gwen and Kevin all what he had known from Azmuth as he did not want to make the situation sound worse than it already was.

"Why did he threaten you with the Null Void by the way?" Gwen asked.

"It's because I got out of there only on parole, which means he can put me back there the moment he wants!"

The car was rocked by a sudden explosion, interrupting their conversation. When the smoke cleared from in front of the windshield, the trio saw a group of DNAliens cornering citizens while the imposing silhouette of a Highbreed began to scare people out of their cars.

"And it had to be today. Why couldn't it be yesterday?" Ben groaned as he got out of the car.

"Ben, you heard what the Magister said!" Gwen said sternly.

"Tell that to the people over there," Ben transformed into Jetray and flew away.

Kevin looked at Gwen, a smile forming at the corner of his mouth, "You really did not think that some stupid Magister taking away my badge is actually going to keep me from doing my job, did you?"

"It's the Null Void we are talking about! Don't be reckless, Kevin!"

"DNAliens. I love smashing DNAliens." Kevin got out of the car, ignoring Gwen's warnings.

"Shoulda known that wouldn't have worked," Gwen sighed as she got out of the car to join Kevin and Ben.

(-)

Halfway through the fight Ben decided to transform to Humongousaur in order to give himself an edge against the Highbreed.

"You dare to interfere in our plans, you.." The Highbreed commander was cut short by a fist to his jaw.

"Shut up! I am sick of your species' vanity!" Humongousaur bellowed, and then began to grow larger. Spikes began to appear along his back and on his head. "I'm sorry. You were saying?"

"You still cannot defeat me, vermin!" The Highbreed commander decided for the wiser option. Taking up an abandoned car, he threw it towards another car which was occupied.

"Coward," Humongousaur muttered as he leaped to swat aside the tossed car while the Highbreed took the opportunity to flee. He went over the check whether the occupants of the other car, which strangely seemed familiar to him, were safe, "Are you alright? It's ok, no more…."

He abruptly stopped when he saw who the occupants of the car were, "Mom, Dad!"

"You were warned!" The deep voice of Luriv rang behind him. Ben returned to human form, facing fiery stares from his parents, his friends and the Magister.

"O man. I am so grounded."

(-)

"You disobeyed my direct orders. Normally, this would mean a short time in the Null Void, but since you are Max's grandchildren, I'm going to cut you some slack this time." Luriv turned to face Kevin. "This, however, does not apply to you."

"No!" Gwen shouted, then gulped as the others turned their gazes at her rather melodramatic exclamation, "I mean, he is reformed. Shouldn't he get another chance, like us?"

"Magister, please?" Ben requested.

"Alright," the Magister reluctantly agreed, "But the next time I hear so much as a word of any of you three intruding in any in alien business.." He let the threat hang in the air.

"Alright, you three!" Carl Tennyson spoke once the Magister had left, "I don't what in the name of God is happening, but I don't want any of you involved in this funny business. Yes that goes for you too, Kevin." He added as Kevin scowled.

"But…"

"No more words from you, Benjamin Tennyson! You are grounded!" Sandra spoke this time. "And you two, be careful. The next time something funny happens around you, I'll make sure your parents know of that before the Magister thingy." Kevin scowled again at that. He knew as a matter of fact that his mother had met Mrs. Tennyson two months ago in a departmental store. They had started trading stories about their sons since then.

"I am taking you kids back to your homes," Mr. Tennyson's tone made it clear that it was an order.

"Thank you, sir, but I have my own car," Kevin said rather rudely, and then turned to walk to his car.

"For all the talk by Mrs. Levin, I find her son to be a trifle too rude than she suggested," Mrs. Tennyson remarked.

(-)

"I'm sorry, Gwen."

"What for?" Gwen responded sarcastically.

"Look, I know it was not the right time, but there were people who needed saving. The Magister talks big, but if we had left the matter in his hands, he would have arrived in time just to clean up the road and the block. Not to mention how many people would have gotten hurt, or worse, killed."

"Don't start on it. Just don't."

Ben remained silent for a while, then whispered, "I should have said something when the Magister took Kevin's badge. It's not fair; he did a lot of good. He did not deserve the badge being taken away from him."

"Ben, I know you are upset and all, but zip it." Gwen got off the car as they reached her house, leaving Ben feeling guiltier than before.

(-)

"No TV, no internet, no calling your friends. That's the punishment you get for lying to us about your vigilantism every night. You could have gotten yourself killed!" Mrs. Tennyson sternly announced. She and her husband earlier had tried to get the Omnitrix off Ben, but without success.

"If you violate any of the rules, we will let Gwen's parents know the truth, so she will be grounded as well. And that will entirely be your fault," Mr. Tennyson warned.

"Ok, I give up. Not that I could do anything even with your consent."

"Are you trying to smart mouth us, Ben? You parents?"

"No! It's just.." Ben sighed as he searched for the right words, finally deciding to apologize straight away, "I am sorry for lying to you."

"You escaped being grounded one time too many, but not this time, young man." The two Tennysons slammed the door shut, leaving Ben behind a locked door.

(-)

"Why did you call me? You know I am not supposed to be out after night!" Gwen hissed.

"Your folks didn't ground you, did they?" Kevin replied absent mindedly. They were driving to the site where the trio had fought the Highbreed the previous night.

"No, but Ben's parents regular call mine just to make sure I'm not doing patrol duties."

"'It's too dangerous!'" Kevin mocked Mrs. Tennyson's voice. "Honestly, sometimes I think it is better that I live alone." The usually calm and stoic Kevin seemed extra twitchy that day.

"Why are you always in this ridiculous outfit?" Kevin suddenly asked, making Gwen's jaw drop.

"What..What did you just say?"

"I asked why you always go on patrol in your school uniform." Kevin repeated a bit too quickly.

"Why? Are they out of place? Not decent?" Gwen asked innocently.

"Well it seems kind of odd that a umm good looking girl," Kevin let out the last three words out of his mouth with a lot of difficulty, and then continued, "would go masquerading around in a school uniform. And that blue pullover makes it seem more ridiculous." He finished saying all that in one breath, turning crimson in the face as they reached their destination.

"Ok, so if I go out on a date next time, I will try to clean up nicely. But I'm not dating any guy who thinks that a black T-shirt over long grey sleeves is cool." And just to add to Kevin's embarrassment, Gwen swept her long red hair in his direction, before getting out of the car.

"Hey! I resent that! Nobody makes fun of my outfit! And I most certainly did not call you out for a date!" Kevin shouted out. Gwen merely smirked as she walked away from the car

"What was I thinking?" Kevin banged his head on the wheel in frustration before getting out to follow Gwen.

(-)

"That's strange. Why would the Highbreeds be interested in a construction site?"

Kevin was knocking the ground with his metal coated finger. "Check here out. The ground seems to have uneven density. Hardly an ideal place for construction." He punched the ground, his fist easily shattering the thin layer of soil.

"There's your answer," Kevin called to Gwen, beckoning her to come and see for herself.

"A tunnel! What could they possibly up to now: another Jumpgate? Or a superweapon which can level Earth?"

"Let's find for ourselves. What?" Kevin asked as he saw Gwen hesitating. "You never told you are claustrophobic."

"I am not!" Gwen jumped down while Kevin tried hard to suppress a smile as he followed suit.

(-)

Ben decided that he hated being the mission control. While his friends were out there, risking their necks to get to the bottom of the Highbreed business, he was curled up under the blanket whispering them instructions, courtesy to the holographic map his Omnitrix conjured from the signal that Gwen's makeshift Plumber badge sent.

"To your right. A few metres in front, and then another turn to the right." Ben called on his cell phone, which he had pawned from his mother after some meticulous scheming.

"Right. Arghh!" Came the abrupt yell from Gwen, nearly prompting Ben to shout out loud himself.

"Gwen! What happened?"

The answer came a few seconds later. "Nice job leading us right to a bunch of DNAliens, Ben."

"Not my fault. The map doesn't exactly show location of any organism, only structural features."

"Great. If only this badge could show the map itself instead of just sending information from around us we could have done this without keeping you from your beauty sleep."

That was the last push off the edge for Ben; he was done with Gwen's repeated verbal bashings, not to mention how every other living being around him had strived to make his day miserable. "Oh definitely it's my fault for deliberately not reminding you to tell Cooper to add the map feature to your badge. Any other things gone wrong which need to be blamed on me?"

There was a pause, before Gwen spoke, in a softer tone, "Sorry."

"No you're not." Ben was curt in his reply. "To your left after a few paces. With my luck, you might have DNAliens after that turn too."

Ben continued giving instructions, and soon he could see Gwen's badge flashing in tunnel much wider than the others.

"See anything?"

"Not actually. It's still quite dark in here. Wait, I can hear DNAliens working on something!" Gwen's voice suddenly turned agitated.

"What?"

"Will fill you in later." Gwen cut off the line.

"Excellent. I am officially redundant now." Ben barely had finished the line in his mind when the door in his room opened.

"I thought I told you that mobile phones aren't allowed, Ben." His father's voice was calm, but there was definitely an edge of anger in it.

"You've been spying on me?" Ben said, amazed, because he knew that his parents couldn't hear him except if they had not been eavesdropping on him.

"For good reason! You have abused all the trust we had in you!" His mother walked in, brushing past Mr. Tennyson. She snatched the phone out of Ben's hands.

"I am calling Frank right now."

"Hey! That's not fair! Why punish Gwen for my mistakes?"

"Do you take us for idiots, Benjamin Tennyson, just because you managed to find your way out of this house every night through your lies?" His mother roared loudly, before apparently realizing with a jolt that she did something which she had never done before to Ben.

Ben stared at his parents, gaping, before realizing that the beep on his Omnitrix had died, which meant that the connection with Gwen's badge was broken. He stood up from his bed, shocking his parents even more.

"I truly am sorry for what I did, and what I am about to do. But I have no choice. My friends are in trouble." Ben transformed into Jetray and flew out of the window, before even his parents could open their mouths to protest.

He sincerely hoped that he was wrong in his theory on the reason Gwen's badge stopped transmitting suddenly.

(-)

Jetray flew fast over the row of buildings. Within seconds he was at the construction site. Seeing Kevin's car abandoned, an ominous feeling of dread bubbled inside him. Thanks to his enhanced vision, even in the dark he could make out a gaping tunnel in the middle of the site. Without a moment's hesitation, Jetray dove down into it.

He easily found his way through the tunnel, thanks to the trail of DNAlien bodies. The injuries on the aliens' bodies did nothing to allay his fears, but he forced himself not to give in to the fear. A weak moan alerted him to company.

Jetray's eyes glowed bright green in defense before realizing who made the moaning voice, "Gwen!" Her hands were tied behind her, and her head was down.

Ben detransformed, crouching beside Gwen to help her out of the bonds, "Energy disruptor shackles." He looked at the implements which bound Gwen. "What happened?"

"The Highbreeds are up to something. We found one of their bases of operations, but they anticipated us coming. It was a trap." After turning her gaze around, she became more agitated. "Ben, they have taken Kevin and the Magister!"

"Luriv? What was he doing down here?" Ben asked, before realizing it was a stupid question. "Do you know where they were taken?"

"I can find out," Gwen brought a handkerchief out her pocket.

"Is that Kevin's? Gwen?" Ben asked with his eyebrows raised. As was expected, Gwen ignored him. After her eyes turned pink, and then normal, Gwen said, "Got them." A magenta bubble enveloped both of them, followed be a flash of light, and then they were gone.

(-)

"Where have they taken us?" Kevin whispered to the Magister.

"Another of their hideouts; where else?" The Magister whispered back grimly. Even in the dire situation, Kevin's instinctive craving for sarcasm surfaced, "So much for the experience."

Luriv frowned, but finding no adequate words to throw back, decided to sigh in response. "Alright, the failure's on me."

"Have any ideas on how to escape? Or should we try playing dead so they decide to leave us behind?"

"Young man, I am trying to concentrate here, and your idiotic statements are doing nothing to help, except upsetting the delicate balance of my interiors."

"Chill out gramps. Guess you aren't as tough as you look." Kevin sneered in spite of the situation. The Highbreed in front of their cell shouted, "Silence! Just because we are making you see our spectacle doesn't mean that we will go easy on you, Kevin Levin! Our commander wants you, the sweet talking double crossing scum, by his side when he destroys this planet. You and that Plumber, while the whole planet burns as the testimony of your failures! And after that….."

"Tempting," Kevin said softly, "looking forward to that."

The Highbreed made a growling sound, presumably out of disgust, before turning away.

(-)

Gwen nearly collapsed from the effort of teleporting both herself and Ben, but when Ben suggested that she stayed behind while he went and helped Kevin out, she shrugged off any suggestions of grogginess.

"Fine," Ben gave up. "But don't do anything stupid. And I am sorry for the fact that I might have got you grounded as well." He looked at the tunnel they had teleported into

"Look who's talking." Gwen almost smirked, but then became dead serious. "Let's try not to die, and then we can worry about being grounded."

"Agreed," Ben twirled the dial on the Omnitrix, slapping his hand on it when the hologram of Humongousaur appeared, "And what have I become?" He said after the green flash died, looking at his crab-like body and two pincers which substituted his hands. "The repeated malfunctioning averts any notion of humor which may be present." His accent was distinctly British.

Gwen, looking unimpressed, said, "Move it brainstorming crab. What are you, a wannabe Shakespeare?"

"Brainstorm!" the alien clicked his pincers contentedly, "Uh huh! Lead the way, o impulsive cousin of mine."

"I don't think I need to," Gwen raised her hand to show the armed DNAliens approaching them.

(-)

Kevin snatched his hands back as his handcuffs sent a pulse of current through his body. "Dang it! It happens every time I try to absorb the metal."

Luriv sat up from his fetal position, "What's that noise?"

Kevin listened intently, and smiled all of a sudden, "I think help has arrived." DNAliens were thrown into the tunnel, right in front of their cell.

"Hi guys. Missed me?" He asked casually as Gwen and a human sized crab which he suspected to be Ben came in front of the cell. With one swipe from Gwen's hands, the bars shattered. Another swipe, and the handcuffs fell from Kevin and Luriv's hands, broken.

"You didn't leave any of them for me to punch?" Kevin actually seemed a little upset when he saw the piles of knocked out DNAliens.

"There is plenty more where that came from." A hoarse voice came from above them. DNAliens started arriving from all the tunnels leading into the chamber.

"You are just in time to die, Ben Tennyson!" the Highbreed officer, standing on a glider, spoke.

"Unimpressive. The repetitive nature of your threats calls for less melodrama and much more of your hind side being thrashed by my superior intellect." Brainstorm replied.

"Woah. You have been indulging in classics lately, dude?" Kevin mockingly widened his eyes.

"Enough." Gwen said. And pandemonium broke loose right on cue.

(-)

"Ok. Where were we?" Ben said, after literally wiping the floor with the last DNAlien as Humongousaur. "Tell me more about how I will not succeed and you will be back in vengeance."

The Highbreed commander, tied up with Gwen's mana ribbons, spoke, "You have only seen a small part of a grander scheme, Ben Tennyson!"

Kevin walked to the centre of the chamber. "My, my, look at this, guys." A narrow shaft went deep down.

"What were you planning to do?" Ben asked with as much menace as his voice could muster. The Highbreed stayed silent.

The Magister picked up a canister from the ground. "An anti-fusion bomb?" His eyes suddenly widened with horror, "You were planning to dump this on the planet's core through the shaft, weren't you?"

The Highbreed let out a cruel laugh in response, "You think you have defeated me? But I am not the only one to attempt this plan. Across the planet, my comrades have done the same thing which you have prevented me from doing. Your plant is DOOMED!" The maniacal layghter resumed, prompting Kevin to punch the Highbreed squarely on the on the part of the face equivalent to a jaw, and knock him out.

Kevin looked back at his friends, their faces reflecting the shock which he himself was feeling.

(-)

"He is bluffing. No way they could have done such a thing." As if in response to Ben's words, the large screen in the corner of the monitor sprang to life, showing images of the Highbreeds and DNAliens fighting armies of various nations around the world. More images showed the Highbreeds in other places trying to push the  
"Alright," Ben dropped his pretense of being laidback. "You guys return to Bellwood. Keep the people there safe from any DNAlien attacks. I am going to meet someone I know for help."

The Magister opened his mouth, but for once Ben's steely gaze shut him up.

"Sit tight," Ben transformed into Jetray and flew away. His destination: Galvan Prime.

(-)

"You have failed in your duties, Ben Tennyson! A simple matter of saving your planet for five years, and you couldn't do it?" Azmuth's voice dripped disdain.

Ben's head hung low, but he spoke with conviction, "Can't you do anything? Like stopping the - whatever it is?"

"Your planet is too destabilized. I already warned you once before that the destruction cannot be prevented or slowed down, but it can be sped up. Our only hope is Terran."

"Terran?" Ben looked confused.

"The New Earth! On the other side of the galaxy. Seriously, Ben Tennyson, did you pay attention at all to the words I had said on your last time here?"

Ben was starting to get desperate, "Well then, mobilize the Galvan fleet!"

Azmuth shook his head, "We did not have five years to build the entire fleet. And the Highbreed invasion, which we barely managed to repel, made it worse. Look around you." Ben could see the once proud Galvan Prime was mostly covered in ruins."

"What do we do then?" Azmuth clicked his fingers in response.

Ben's jaw dropped in despair when he saw the solitary ship, "That thing can't even take in the whole population of Bellwood!"

Azmuth stared at Ben, "You have got a better idea?"

Ben shrugged, trying to clear out the overwhelming feeling of hopelessness.

(-)

As soon as they had teleported to Central Bellwood, Kevin began contacting the few of the Plumbers' kids he had met in the recent months.

"Yes, Alan, it is an emergency. Rendezvous point is in front of the old construction site in the central block. Bring as many as you can." He hung up.

"These guys never cease to amaze me. Knock ten of them down, and twenty more take their place." Kevin went back to taking down DNAliens. "I wonder if they had been doing more than merely plotting boom of the Earth."

"Kevin!" Gwen was exasperated. "Sorry, totally my bad." Kevin gave a small smile as he resumed punching DNAliens. Gwen conjured a giant hand out of pure mana and used it to crush groups of DNAliens. The Magister himself was not far behind the other two, his twin wrist mounted blasters taking out two to three DNAliens with each out.

Even then they were beginning to get overwhelmed by the sheer number of their adversaries and how fast reinforcements kept coming up. "We will need to retreat from the tunnel, spread them a little too thin," The Magister shouted.

"Bad idea," Kevin shouted back. "They will outnumber us if we are divided." The three began to be pushed back, eventually standing back to back.

"Now what?" Gwen asked, as they began to run out of options. As if in answer, the DNAliens began to scatter away from a line of fire.

"Hello, guys. Hope I'm not too late," Alan Allbright winked at the trio.

"Not a moment too soon," Kevin replied callously. One of the DNAliens tried to attack him from the side while he was distracted, but before he could defend himself, the DNAlien convulsed and then collapsed, as if a powerful current had flown through him. His savior was the one of the weirdest thing he had seen, which was saying a lot: a one eyed humanoid with two tentacles on the head and more plugs over his body than Kevin could count. And as if that was not strange enough, Plug Guy turned into a perfectly normal looking teenager.

"Julian Wattstone," the boy smiled, extending his hand for a handshake. "I am half Conductoid," he said in a matter of fact tone. In response, Kevin balled his fists.

And hit a DNAlien lurking right behind Julian. "Dude, we are in the middle of a battle, so what say we keep the sweet talk for later?"

Julian blushed, "Umm, right. Sorry." He turned back to his Conductoid form.

"Alright, then everyone! We need to regroup." Luriv shouted.

Alan let loose a scorching wave of fire, causing the entire block to collapse and the resulting debris to block the tunnel, while the rest retreated.

(-)

They decided to regroup at the closest Mr. Smoothies outlet. Kevin did a head count, ultimately ending at seven. The other two faces were Cooper Daniels and another unknown alien. The latter had a shell covering the top of her face, like a cross between a hood and a mollusk, with slits which showed its green-blue lit eyes. Its whole body was covered in red exoskeleton, except for its upper arms. Instead of palm, four fingers were attached to each of its wrists.

Despite having a rather odd looking physique, Kevin found the alien slightly pretty, when it let the shell-like hood slide behind to reveal a girlish face and shoulder length green hair.

"Atlanta Seabrim," the alien spoke in a high-pitched voice, but quiet voice, winking at Kevin. "So you are Kevin Levin? Alan never lets an opportunity to talk about you three go by."

"Really? Umm thanks," for some strange reason, Kevin found his face going slightly warmer.

Gwen coughed, with a look on her face which indicated clear disapproval. Luriv was chalking out a battle plan as quickly as he could. "We will be dividing in three groups. The perimeter is these nine blocks." He lifted his hand to show the boundaries. "Any bogeys out of that, you turn it back or turn it into DNAlien mash. Levin, Seabrim, to the west. Tennyson, Daniels, to the east. The rest, you take on the middle wave with me."

"Hi, Gwen," Cooper squeaked. He hadn't grown much since Kevin saw him five earlier, which made it all the more awkward when he kept glancing at Gwen furtively, who was taller than him by more than a full foot.

"Now I know who you want to date. Chubby kids who are half your height." Kevin hissed at Gwen, who rolled her eyes in indifference.

"Have a good night out with Mollusk Girl," she replied, making him scowl.

"Let's split up!" The Magister announced.

(-)

Gwen had decided to take her anger towards Kevin on a bunch of poor DNAliens. The result was a pile of half squashed DNAlien bodymass.

"It's good to see you Gwen," Cooper towered over Gwen in a battle walker, which he allegedly had created from the leftovers after disassembling several cars in the parking lot. (Honestly, Gwen thought, who parks his car in the lot in the middle of a night?) "You look great! I mean, your powers are really cool!"

Gwen, despite being slightly irritated by Cooper's fan boyish behavior, decided against going tough on him. "Your right, Cooper." She said in a matter of fact voice, prompting the techopath to concentrate on the battle.

Gwen's mind went into automatic mode: block, shoot, block, shoot. When the DNAliens managed to corner her, she would vault over their heads and conjure steps to get herself out. Out of the corner of her eye, she noticed Cooper holding his own against the DNAliens with little difficulty.

The momentary slack in attention, however, was all that was needed. Gwen was sent backwards by a giant robotic hand which smashed through her mana shield. She got up, but found herself surrounded by DNAliens. She conjured a dome shaped shield around herself for protection, but the frequency of the firing from the DNAliens' blasters broke through her defenses.

The DNAliens turned their blasters for one final shot. Gwen closed her eyes in fear, and felt nothing.

"Uh,huh, you don't wanna do that," came a much deeper voice than Cooper's.

Gwen opened her eyes to see Chromastone standing before her.

"Ben!"

"Thanks for the power of your blasters, chums," Chromastone let loose a volley of energy which knocked down all the DNAliens in the vicinity, except two robots.

"This looks like a job for," Chromastone announced dramatically as he ran towards the bigger robot, which was wiping the floor with Cooper's walker, "GOOP!"

"Ow man! This isn't even funny!" The robot, tossing Cooper aside one last time, turned its attention towards the green slimy mass that Ben was. Half of that slimy mass thumped against a far wall on the impact with the lasers blasted from the robot's hand.

"Not funny!" Goop exclaimed in a voice which sounded as much disgusting as his appearance looked. The tiny inverted spaceship like thing, which apparently worked as an anti gravity projector, flew over to assemble the splattered pieces of Goop. By the next minute, Goop had burst out of the robot after having flown into the interiors, raining metal parts and green goo.

"Ew," Gwen said in a small voice as she caught some of the slime on her head.

She knew that the situation was _much more _serious when Ben did not stop to crack a joke about that and instead reverted to the human form quickly. "We need to retreat to the suburbs and evacuate the people there." He noticed Gwen's confused stare. "We have no choice Gwen. It's a lost cause. We have an hour at most." A sigh escaped Ben's lips as his head dropped.

(-)

Kevin, for some reason even he himself couldn't determine, was running back to his stepfather's house the moment Ben had suggested they fall back to the suburbs.

"Mum! Mum!" He frantically knocked at the door. "Nice, Levin. The world is gonna blow in an hour and you are busy preserving a door." He smashed through the door. "Mum!"

"Kevin, is that you?" Mrs. Levin came down the stairs, with her spectacles on. Kevin figured that she had been staying up late, working on her book. She had taken up writing lately.

"Mum, no time to explain. Get your belongings and come with me!"

"Who is that, Laura?" one of Kevin's least favorite people came down the stairs. "Kevin! Good to see you son!"

Despite the genuine note of happiness in his stepfather's tone, Kevin decided to dismiss it as extremely good acting. "We are leaving."

"Really?" Harvey Hackett, in his pajamas, raised his eyebrows. "Is something wrong?"

Kevin was on the verge of losing his patience, "Mum, do you trust me?"

Mrs. Levin was totally bewildered, although that was to be expected when one's estranged son suddenly came in barging in the middle of the night, "What is going on, Kevin?"

"There isn't time! Come with me!" Kevin clasped his mother's hands.

The doubt vanished from Mrs. Levin's face; she knew her son when he was dead serious. "Just give me a minute." She ran upstairs.

"Mr. Hackett?" Kevin called, causing Mr. Hackett to slightly wince but he kept his composure all the same. "I'll be back." He followed his wife,

(-)

"Western suburbs complete," Ben called on one of the phones he had borrowed from the people. "Gwen?"

"Almost done with the central. Kevin's on the northern side."

"Good." Hanging up, Ben looked up at the transport ship which took off in the air, and then at the Galvan mothership which could be seen stationed at the central suburbs. He looked around to see the surroundings, aware that it was the last time he would ever get to enjoy the sight of them: The playgrounds which he used to frequent with Grandpa Max when he was six, his school, the Mr. Smoothies restaurant. Now he was leaving, he was suddenly aware of what this little town meant to him.

The phone in his hands rang again, "Ben! We need help in here!"

"I'm coming."

(-)

The sight of the central suburbs almost stupefied him as he flew as Jetray over the houses. It was nothing like the picturesque town he was used to seeing. Magma was seeping through the cracks in the road; cars were haphazardly strewn all over the place.

"Gwen, where are our folks?" He asked from above.

"I managed to get my parents out to safety, but I'm not sure if Uncle Carl and Aunt Sandra…" He didn't stop to hear the rest and flew as fast as he could towards his house.

For one moment he feared he was too late as he saw his house in flames. "Ben!" His parents were holding on to each other in the middle of the road, while around them cracks began to widen and the ground began to swallow slabs of concrete while belching streams of lava

"Hang on! I'm coming!" He plummeted downwards, but a sudden tongue of magma rising upwards caused him to swerve aside, slowing him down.

"Ben…it's too…too….dangerous." His mother managed to say with difficulty, her speech interrupted by coughs as thick fumes began to engulf them.

There was a sickening crunch, and the concrete beneath their feet cracked. Carl and Sandra Tennyson fell in the fiery hole, and for one moment as they hung in the air, Ben could clearly see their faces: afraid but proud.

"NO!" he plummeted down again, this time ignoring the forking flashes of magma. The dense smog quickly overpowered him, and he felt his energy drain as he began to fall, unsupported.

The last thing he saw before losing consciousness was a fiery trail across the sky hurtling towards him.

(-)

Kevin was running as fast as he could while holding on to his stepfather and his mother. He could hear the sound of concrete exploding behind him but he focused on going forward.

"Hurry!" He kept urging, despite the fact that all three of them were nearly out of breath.

A transport ship landed some distance in front of them. "Come on!" Atlanta was screaming as the door opened. Just at that moment, a fissure appeared, separating Kevin and his mother from his stepdad.

"Mum, you go on!" Kevin pushed his mother forward. Mrs. Levin wanted to protest, but then thought better of it and complied.

"Kevin, no!" Mr. Hackett called. "It's too dangerous."

"Hold on!" Kevin, as usual, ignored his words and extended his hand for Mr. Hackett to grab on to.

"AAHHHH!" Mr. Hackett screamed as the slab swerved, causing to lose balance and fall in one of the fissures which just happened. Kevin jumped to follow him, but he was hoisted upwards in the air by a pair of strong hands which had grabbed hold of his shirt.

As he stood at the edge of the ship on which he had been lifted, Kevin screamed in horror a single word, the dignity of which he had adamantly refused to his mother's second husband.

"DAD!"

(-)

Ben opened his eyes to see Gwen and Alan looking down at him. He sat up suddenly, surprising the two of them.

"Mum? Dad?" The helpless tone in which he spoke and the cluelessness in gaze as his eyes darted around was heart wrenching to watch. Gwen was trying her best but tears kept streaming down the side of her face.

"Ben, I… I am sorry. We failed you." Alan, deciding not to see through the situation as it got more awkward, hurriedly left the room.

Ben looked at his cousin blankly, trying to take in the weight of the words. He stayed silent for a long time, and then, to the shock of his friends, he tried to smile. Then, just as shockingly, his face contorted in inexpressible anguish, and his mouth opened to unleash a scream, but no sound came. He began to tug at the Omnitrix and attempted to tear it away from his hand.

"Stupid machine!" He panted. "Couldn't save…the world…..my parents!"

"Ben, stop!" Gwen shouted when it became apparent that all the good Ben was doing by the tugging was hurting himself. And then, like a river set loose after being dammed, Ben Tennyson, the wielder of the Omnitrix, broke down and sobbed audibly. Gwen crouched low and hugged Ben to console him, all the while the tears kept falling from her face as well.

"It was my fault, Ben! If I had tried harder, I could have saved….." she gulped as her breath began to run out.

After they had cried for a long time – he could not remember for how long – Ben had gone over to look out of the window of the mothership. The only remnant of the planet he used to call home was a bright supernova like stain against the black sky, brighter than even the brightest star.

(-)

Kevin's head hung low as he walked to his mother and hugged her tightly. When they broke away, Mrs. Levin had tears in her eyes.

"I'm sorry, Mum."

"Don't Kevin. I'm happy that I did not have to lose you too." She tried to smile. "Harvey would have been proud. For the three years you served in the Null Void, he always kept telling me that one day, you would do something which would make everyone chant your name in awe."

Kevin's look turned from one of sorrow to shock as his mother managed to smile sadly and walked away, leaving him alone. And in solitude, for the first time he could remember, Kevin collapsed on his knees and wept silently, ashamed of himself.

(-)

"You should tell these kids the truth. They are blaming themselves for nothing." Luriv told Azmuth.

"Not the time."

Luriv was exasperated, "Save your self-righteous explanations, Azmuth! Whatever you might have told Ben Tennyson, I know the truth; that you never intended to relocate the Earth's entire population even if everything had gone your way."

"As I said, not the time. They will need to rebuild themselves. The challenges in the new world would be much greater than they could even imagine."

"Why choose Terran?" The Magister asked abruptly.

"It is isolated. Without level 21 tech, the secrets of which only I know, the planet will be difficult to even locate on star charts, let alone reach. It is a unique place in the galaxy: a solar system of five planets completely surrounded by a ring of black holes."

"Nice way of hiding it from the Plumbers." The Magister was still against the idea.

"You and your insignificant rules. The only reason the law against interplanetary colonization was established was to prevent hostile species from inhabiting empty planets as outposts to attack on other planets. The rule would not have existed even if it were not for Vilgax. Tell me, then, how humans inhabiting Terran poses any threat to the known galaxy."

The Magister was silent for a moment before conceding the point. He put three badges on the table, "I have to go now. Tell the Tennysons and young Levin that they are welcome to join the Plumbers any time they want to."

Luriv stepped on the teleporter disk and vanished, leaving Azmuth alone in the control room as the mothership hurtled across the space.

**A/N: That was by far the longest chapter I had written in fanfiction! I do not own Ben 10; however a few characters, although not original, were yours truly's ideas. No points for guessing!  
This is the part where the story arc starts to deviate completely from the Alien Force series. There will be chosen elements (Honestly, despite finding Gwen and Kevin kind of interesting, I felt it odd that there was very little development of their relationship. It seemed as if the two, after seeing each other after five years, fell in love at first sight without any apparent cause. So i just want to see the relationship develop as friends before it becomes something more.) so some arcs will seem a tad familiar. Oh and I will try to bring in the first chapter of the new arc for Christmas. Happy holidays!**


	6. Chapter 5: Twisted

**Ok , so here is the first chapter of the new arc "Refuge and Rebuild." This chapter was the most boring I have ever written, but I thought that a lot of loopholes would have remained unaccounted for otherwise. And sorry for not being able to deliver this on time. Enjoy and review! :D**

CHAPTER 5

"Secure yourself inside the safety pods as we prepare for the hyperjump through the time space singularity."

"Woah, what?" Ben looked at Gwen, expecting his genius cousin to explain the gibberish that came through the microphone, but she wore an expression of befuddlement as well.

"Is Azmuth mad? He is going to get us killed!" Kevin got up from his chair in the hall room.

"What's the fuss?" Ben asked, surprised that Kevin knew more about the matter than Gwen did.

"He is basically attempting to open a portal _inside_ a black hole. Dunno what got into his mind."

"Maybe it is Azmuth's level 27 or whatever tech. Relax, he knows what he's doing." Ben leaned back in his chair.

Gwen looked at her cousin with admiration. Despite the gigantic tragedy that had happened, Ben was recovering fast from the shock. He almost looked and talked like the same Ben before, but there were differences as well. He rarely, if at all, smiled and even then it seemed forced. Most of the time he would be looking out of the window, hoping against hope that whatever happened was just a bad dream, and he would soon be hearing that the whole thing was just an illusion for a character test by Azmuth.

"Two weeks in a spaceship. Who would have thought this is the place we will actually start calling home?" Kevin took his place in an empty chair beside Gwen.

"I thought you used to spend most of your time in space."

"It still used to feel good to know that you had a place among the stars." Kevin sighed.

Gwen looked at her cousin again, who had slipped into pensiveness, "He blames himself. He feels responsible."

"We all do, Gwen. Six billion lives. They did not deserve this. But we couldn't have done anything even if we had managed to do more than what we did."

"He believes differently. Ben had the Omnitrix after all, and he thought he could have found a way if…" Gwen let it hang, not sure what to say.

"That is just heaping more misery upon himself. Let's get ourselves together. We got a black hole to dive into." Kevin got up to get himself in his safety pod.

(-)

"Look at that; isn't it beautiful?!" Atlanta Seabrim exclaimed as the ship floated towards their destination. Alan looked at the little kids in the room; their faces were shining with excitement as they ran towards Atlanta. He himself stayed in his own seat, as the hyperjump experience had left him feeling pretty nauseous.

"Wow! Did the Earth really look like this from space?" One of the boys asked Atlanta, who smiled and took him in her arms.

"It was beautiful in its own way," she patted the boy's head.

Alan had to smile. Amid all the gloom of the recent events, Atlanta's bubbling disposition had been like a ray of sunshine. No one, not even the kids, seemed to be bothered by the fact that she looked more like a mutant snail rather than a human. Just spending five minutes with her would make anyone's day better.

The planet in view began to magnify rapidly as their ship began to approach it. Alan clenched his teeth to fight off the slight nausea as the ship began to decelerate on entering the atmosphere. "I really hate flying." He told himself.

(-)

Azmuth summoned the Tennyson cousins and Kevin to the control room. 'I have something to talk about." He showed them the Plumber's badges the Magister had left behind for them.

"Are those for us?" Kevin asked, amazed.

"Yes."

"Wait, wouldn't those badges give away the position of this planet? And how are we supposed to leave this system every time there's a summon from the Plumbers? Not that I want one of those badges, or want to be a Plumber." He added the last part while looking at his friends meaningfully.

Azmuth jumped on Ben's arms in response and did some tweaking on the Omnitrix. "There. The Omnitrix will be able to teleport you to Galvan Prime directly from here and back, but you will be unable to change forms for an hour after you have done so. And as for the other question, the badges' tachyon communicators do not work in this part of the galaxy, but the Omnitrix will be able to pick up signals all the same."

One month earlier, Ben would have been pulling a fan boy act on discovering yet another feature of the Omnitrix, but now his heart wasn't in it. "I don't want the Omnitrix, Azmuth. Take it off me." If Azmuth was surprised by Ben's words, he did not show it, or rather, his facial features were incapable of showing such emotion.

"Don't be ridiculous, Ben Tennyson. The Omnitrix is your responsibility, whether you like it or not. I suppose you are tired of hearing this, but you happen to have the most powerful tool in the known Universe on your wrist. How do you think things would go if it were to return there, without anyone worthy to wield it?"

"I am not worthy."

"I didn't say you are, but you are the next best thing to that. Which means you _have_ to wield it, regardless of the competence you have shown so far in using it."

"Hey, cut him some slack will you? You Galvans did not do much of a good job either, for all the talk there is in the galaxy about you being the smartest known species!" Kevin angrily intervened for Ben.

"It's ok Kevin. Azmuth has got a point after all." Ben turned to leave the room without taking his own badge. Azmuth did likewise, turning his chair to face away from them, indicating that their conversation was over. Kevin was still intrigued by the prospect of having a Plumber's badge in possession, but Gwen tugged him away before he could get his hands on one.

"Right. Not the time."

(-)

Azmuth had left the small group of refugees in the middle of a desert without even giving them instructions on what to do next, or saying goodbye. The only two words he had spoken before leaving was to Ben: Brace yourselves.

Now on the ground, Ben couldn't help noticing how similar Terran was to Earth: the system's star was almost an exact copy of the Earth's sun and the sky was the same blue, albeit of a slightly deeper shade. He was accustomed to being in strange places courtesy of his adventures, but this planet made him feel different; he felt almost as if he was back home, which only compounded his guilty feelings.

The mollusk faced girl extended her arms for a moment, "I think we will find water this way," she pointed in the direction where Terran's sun was falling down. Ben turned to look at her but instead found the whole group of survivors looking expectantly at him. He realized he had through some untold rule become the leader of the survivors, which was just another aspect of himself he had come to despise.

"Ok," he spoke, after realizing that lingering on his own emotions wouldn't serve anyone any good. "Let's get going."

(-)

"Doesn't that look like one of the things you used to turn into? Wildmutt or something?" Kevin remarked as sparse vegetation appeared before the group. The first moving thing they ran into was a locomotive sized dog standing on a perched rock, with a large teeth-filled mouth and no visible eyes or ears. Unlike Ben's previous canine transformation, however, it had a full length tail.

Kevin dared not to meet Ben's eyes, but he could bet that for a moment a brief wave of anger had flown over Ben at the indirect mention of the Omnitrix. The creature let loose a loud roar, which apparently meant that their small group had raised to it the prospect of a nice little snack.

"Stay back!" Kevin bellowed to the group, while Gwen and Alan moved forward to help him. "I got this."

The creature sprang adroitly, catching everyone off the guard even though they were prepared for it, and the next second, it had Kevin pinned under its paws and drooling mouth.

"Please, don't hurt him!" A feminine voice rang as Gwen's hands began to blaze with mana. "He is harmless."

Gwen hesitated, but then saw the beast opening its jaws while lowering its head. Immediately her doubts vanished and the spheres of mana hit the creatures sides, making him roar.

"Uh oh," from Gwen summed up about everyone's thoughts as the creature's shrugged off the impact as if it were nothing and extended its jaws wider.

And then a giant black tongue came came uncoiled and began to wipe Kevin's face with monster drool. "Aw gross! Get off me, you oversized mutt!" The creature made a snorting noise in response.

"Bad doggy!" An elderly lady appeared from behind the perched rock. "You should not do that to these good people there; they will be too scared to receive our hospitality!" Her voice had a distinct Spanish accent. "Welcome! It seems you have come from the Western Makseeco. Dreadful, dreadful it is! Soon enough the Eastern side will be infected by nanites too. But there will still be at least a night before it happens, and time for a fine dinner at the home of Isabela. Come, come!" She turned to walk away, the wannabe Wildmutt obediently following suit.

"You got any of the words the crazy grandma said?" Ben asked Gwen.

"Nope. Except for the part where she said that she thinks we are from the Western Mexico or whatever it is they call. Not that I understand where Mexico is supposed to be on this planet." She paused for a little. "What should we do?"

"Caught between a Wildmutt and the desert? I would definitely pick the former." Ben motioned everyone to follow the strange old lady.

(-)

"Here you go," the old lady pushed a cup towards Ben, who warily eyed the contents. "Don't worry," she laughed, noticing his nervousness, "It is hot chocolate, made from the finest cocoa beans in our garden. Completely nanite free."

"Thank you," Ben's gratitude came out rather awkwardly, and he could not help noticing the word 'nanite' being used repeatedly. Somehow he felt, however innocuously similar Terran might seem to Earth at first glance, that there was more than what was meeting the eye. Already after coming to Isabela's village, he had seen things which were weird for a planet cut off from the rest of the galaxy: a tree with more eyes on its trunk than he could count, a giant frog which spat slime. When he had asked what species the tree was, he was met with an odd stare from the old lady, "Cactus." He had a feeling that the old lady was not joking.

Gwen and Kevin, who were sitting in the table as well, looked at each other. There seemed to be a silent tug-of-war going on between the two before Kevin gave up seemingly. "Thank you for your kindness, Isabela, but we really need to keep going." It was clear that he was working hard to pour politeness in his words.

"Come, why in so much hurry to escape from me?" Isabela laughed. "Young people, you always are in haste. Where is it that you want to go?"

Kevin looked around helplessly, wondering what to answer. Saying that there were from another world  
would cause them to be scoffed at, even in a strange at world like this. Fortunately Gwen decided to come to his rescue.

"San Francisco."

"Ci, and I thought you were trying to get out of here because you were scared of the EVOs!" Isabela heartily laughed again. Ben and Kevin exchanged amazed glances, not comprehending even one word of the latest banter.

"Thanks again for the chocolate, Isabela," Ben noted how good it tasted; his taste buds had been treated to drab spaceship food for two weeks.

(-)

"You want to tell me what was actually going on at the dinner table?" Ben asked the other two as they sat outside in the cool night. The night sky was much more different there than Earth's compared to the day sky. There were no stars, and the planet's two moons were smaller than the Earth's moon.

"Easy," Gwen pulled a folded piece of paper from her jeans pocket and laid it flat on the ground.

"It is a map!" Kevin was amazed. "Where did you get this?"

"From one of the kids in the village duh. What's so special about getting yourself a map?"

"I don't believe this." Ben was skeptical. "Look at this: New Orleans, New York and San Francisco. These cities can't possibly this close. And that's without considering how creepy it is to have their cities named after ours.

"Once you think of it, it's not so creepy. I think when humans were first relocated to this planet they must have had lasting impressions of where they had lived before. They had settled randomly as they saw fit, and named those places according to where they had lived on Earth." Gwen narrowed her eyes suddenly. "But that's not the point. Didn't Azmuth tell you something, Ben?"

"All he told me was to prepare ourselves for something to happen."

"No Ben. The exact words."

"Umm," Ben had to brainstorm a little, as he had been feeling too resentful at that time to pay attention to the exact words, "I think 'Brace yourselves.'"

"Right." Gwen pointed her finger to a dot close to San Francisco. "Brace. A small town which grew up about 100 years ago. Used to be a military base before."

"Which explains why it has such a lovely name," Kevin just could not let it go unsaid. When Gwen stared at him, he relented, "I mean, really, your theory seems entirely plausible. So when are we leaving for that town?"

"Tomorrow morning."

(-)

The villagers were unwilling to let their guests leave so early, but a bit of persuasion from Gwen and Ben finally convinced them to agree. However no amount of persuasion could stop the villagers from bestowing gifts, so when the travelers did manage to exit the village, their bags were considerably heavier than before.

"I think your parents are missing you. Ever since we landed on Terran you didn't have a proper talk with your folks," Ben told Gwen once they the group had started on foot again, according to Isabela's directions.

"We all have so much on our minds that it seemed better to give everyone their room."

"Go on. Have a chat."

Gwen did not even bother to challenge Ben's suggestion; the way he had said it seemed like an order. Ben looked at the other Plumbers' kids: Alan had hoisted his little brother over his shoulders while his human mother walked by his side; Atlanta as usual had a gaggle of kids around her, laughing aloud, while Julian and his father were chatting normally while walking. Kevin was seen doing the same thing with his mother. Cooper's mother held on to his hand while he chatted with his father, who used to be an engineer, excitedly, presumably about machines from the looks of the gestures they exchanged.

Everyone had someone from his or her family around. The sight made Ben sigh with sorrow. He was alone, on an unknown planet, and none of his family with him. The only silver lining had been that humans still lived on Terran, which meant that their race still had hope, and that the seventy or so survivors would be able to find their place on this strange planet.

"I still don't get it why Isabela told us to take the long way to Brace. Look at these people: they want some place to settle down after going through so much," Kevin spoke from Ben's side while the latter was still musing on his thoughts, surprising him.

"What do you suggest we do?" Kevin was left surprised by Ben's words: Ben actually, sincerely, asked for his judgment on that matter. He was half expecting to be scoffed at, and in the process stomach a few choice words about how he was trying to be smarter than Isabela, who had practically lived her whole life here.

He brought out the map from his backpack. They had been suggested to take a detour round the mountain range which separated San Francisco from Eastern Mexico. "Here is a path through the mountains which could cut down the path's length to half. One of the villagers told me this. But it will be a bit dangerous."

"Danger as in?"

Kevin looked uncomfortable, "Remember those mutated animals the villagers kept calling EVOs? There appears to be a high concentration of them around the path through the mountains, and they are not the tamed ones we saw back in the village."

Ben looked back at the group, spotting the Plumbers' kids and Gwen. He decided it was worth taking the risk.

"Lead the way, Kevin."

(-)

They had walked through miles of rocky sandy plains and sandy dunes, and still had not come close to the entrance of the path through the mountain. "Are you sure this is the right way Kevin?" Ben panted as the sun rose above their heads.

"It's supposed to be here by now. Let's see," Kevin rummaged his backpack for the pair of binoculars he had received as a gift. "We are close. A two mile hike at best."

Ben groaned, "Fine. But after that I am calling for a break."

As they finally reached the shade under the mountain, the survivors sat down to give themselves some rest before continuing again. No sooner had they settled under the shade, however, they could hear a hiss.

"Did you hear that?" Gwen asked Ben.

"Yeah. Whatever that is, I'm sure it is not out to make friends."

Out of the tunnel burst one giant caterpillar with rows of teeth protruding out of its mouth.

"Cut us some slack, will ya? We've been walking under the sun for four hours!" Kevin absorbed the rock around him as the creature slithered towards the group.

(-)

"That wasn't so bad," Kevin panted as the creature retreated after several mana shots from Gwen, lightning bolts from Julian, a few jets of water from Atlanta, and concrete fists to the gaping hole of a jaw from himself.

"Heads up, we're not done yet!" Ben shouted as he pushed the rest of the group back, away from where two more caterpillars, even larger than the one which just fled, appeared.

'This just keeps getting better and better," Kevin muttered. He leaped on top of the nearest caterpillar, which was the bigger of the two, and began to bash at its side. This one seemed to have a tougher hide than the previous one, as it barely felt his fists. Alan, who was helping Ben with crowd control, jumped in action to even out the odds.

The fight was not going their way, even after Alan joining them. Julian was tossed aside by one of the caterpillars; Atlanta and Gwen barely managed to dodge the attacks as the caterpillars kept burrowing underground and sneaking up on them, making it difficult to telegraph their attacks. Kevin hung on to his caterpillar's hide as if his life depended upon it, which was kind of true. Only the half Pyronite was in proper shape to fight back, and even he could not do much when the creatures dove into the rocky ground so frequently and easily like if it were water.

Cooper was too terrified to even look up from his parents' clutches. "Icky caterpillars! Why did it have to be them?"

One last time, the bigger one dove into the ground. The force of rocks hitting him and the vibrations of the caterpillar finally caused Kevin to come loose from it hide, right in front of its mouth. Kevin barely had a moment to say "Owie" before rows of teeth covered him from the sides.

(-)

Gwen saw the bigger one dive into the ground and when it resurfaced, Kevin was nowhere to be seen. Her fears were proven true when she saw a black tongue flick between its teeth, as if relishing after taking a delicious snake.

She was struck numb with fear and anger, before quickly recovering from the shock. "I have had enough!" As she clapped her two hands together, a pink wave of energy blasted the creature, knocking it back. She had forgotten about its partner, which took the opportunity of her being occupied to knock her down from behind.

"GWEN!" Alan and Atlanta shouted simultaneously, but before they could make their move, a barrage of bullets struck the creature just before it could devour Gwen.

"Stay back!" The voice that issued the order was deep but soft, and brimming with confidence. Alan looked up to see a tall man in shades and a green suit poised to leap from a perched rock. With astounding agility, he leaped on top of the smaller creature. Two blades suddenly appeared in his hands, as if they were folded in his sleeves. With two quick slashes he had the smaller one knocked out.

The bigger creature reared back and rushed forward through the air like a spring, but the mystery man was quicker. He flipped back in the air, clasping his two blades together, and pointed at the creature's heads. A big boulder flew through the air and smashed with the caterpillar's head, bringing it down as well.

"How come the Galvans never made such cool gadgets? I want one of those," Alan remarked, all the while watching the brief spectacle with his mouth open.

At that moment, the abdomen of the bigger creature split apart, spilling half digested food and a rocky figure.

"That," Kevin exclaimed, "was disgusting!"

(-)

"You kids are nothing like the EVOs I have seen before," the man in green finally spoke as uniformed men in masks came down to haul the bodies of the two monsters on to armored trucks which Kevin suspected were assault vehicles. "Who are you?"

"It will come to us." Kevin said while handling the multiple bandages he was sporting on his arms and cheeks, where the monster's teeth had grazed him. "We are refugees from Western Mexico, heading towards San Francisco."

The man did not so much do more than raise an eyebrow slightly, but that was enough for Kevin to realize that his hasty lie did not succeed in taking him in completely. However, seemingly sensing no other way to trip him into telling the truth, the mysterious man let the matter drop.

"What could have possibly made you come this way? This is one of the most heavily E.V.O infested place in the whole planet."

Kevin was too busy turning red in the face to respond, so Ben decided to intervene, "We thought we would find a shortcut through here. Must have misread the map."

Gwen stared at both of them. Kevin looked away as soon his eyes met hers. Ben sported such a poker face that he could have given the man in green a run for his money in stoicism.

The man was going to say something, but then a call came in through to his com-link. "Six speaking. Yes Knight, the EVOs have been taken care of. Sorry none of them are alive, so break the bad news to the scientists."

Kevin snickered, thinking how corny it must be to have a secret name based on a number. "Is there a problem?" Six asked.

"None. Umm thanks for saving us, but I think we should better get going." Ben assured him.

Six looked at the rest of the group, noticing the old people and the children struggling in the heat.

"Hope on. We can give you a ride."

Ben looked at his friends, unsure whether he should trust what he perceived as a group of monster killing mercenaries. After seeing the tired look on everyone's faces, he decided to give in.

"Alright."

(-)

Somehow, three assault vehicles managed enough room for all of the survivors to fit in even after much of the space being taken by the carcasses of the two monsters. While the rough ground still caused the discomfort of a bumpy ride as the refugees had to sit on the floor of the compartments, it was way better than having to take the long way on foot.

"Are you alright Ben?" Gwen put her hand on her cousin's shoulder.

"What?" Ben flinched slightly, before recovering. "Yeah. I am fine Gwen. I am grand."

Gwen noticed the forced nature of his small smile. "You want to tell me still why you are so against the Omnitrix?"

Ben was silent for some time before speaking. "You heard Azmuth. I even should have had the Omnitrix in the first place. It's all wrong. Everyone is better off without me using it."

"That's not true Ben! Look at how many times you saved the Earth. Look how many planets you managed to change to a better place."

"And I failed when it mattered most." Ben's tone was unbearably bitter.

"You did the best you could Ben. No one could have done more than what you could have."

"It was not enough!" Ben found his voice raising an octave higher, and he reflexively cowered as everyone in his vicinity looked at him.

"You are right, Ben." Gwen patted his shoulder, her wavering voice making clear of her attempt at trying not to cry. "Maybe if you had let us die you could have saved more people who were worth it."

That predictably stung, making Ben realize how much of a jerk he had been acting like, but he still did not relent.

"We are not having this conversation." Ben turned himself to face away from Gwen.

(-)

Kevin once again found his face in the dust after his plan to take the short cut backfired spectacularly. Only due to the intervention of the mysterious man did they manage to escape death, otherwise Kevin himself would have been half digested inside the worm's stomach by now.

"Hi!" Atlanta, as usual, had two kids in her arms. The thing that startled Kevin was that she looked entirely human, with shoulder length brown hair and blue eyes.

"Hey. Last time I checked you looked different."

"I prefer this look when I'm trying to blend in. Is it bad?" Something in Atlanta's tone made Kevin laugh.

"Nah; Cooper did a fine job with your ID mask, I guess."

Atlanta was busy twitching the smaller kid's cheeks. "People out there don't react so well to someone who is different from them. It's very hard trying to pretend like being one of them."

Her last words caused Kevin to abandon his laidback approach. He realized how similar his own situation had been: being called a freak, not able to mix with the normal bunch. There is always a choice to be made when coping with such powers: embrace them fully and become special, or hide them and try to act normal.

"I know the feeling. It's tough," was all that Kevin could say.

(-)

More than a fortnight without city life made Ben appreciate how much he actually missed it. San Francisco was no less dazzling than its Earth counterpart used to be, if not more. It had a more Las Vegas like feel, with casinos and five star hotels galore every second or third city block.

"Thanks for the ride," Ben thanked the mysterious man called Six, who merely nodded before the convoy moved. He was aware that his group was attracting lot of attention, not the least reason for that being their numbers and worn down attire, or that they had suddenly been dropped in the city by heavily armored vehicles.

"Are you guys the Anti-EVO league who have decided to go on a long march in protest against the establishment of an entire EVO country?" Ben found himself facing a reporter no sooner than they had walked one mile.

"Umm, we are not them actually, but we are working, umm, in solidarity with them." Ben said without so much as blinking an eye, all the while wondering what the reporter's words meant. "God," he thought. "Is it too much to ask to get to your destination without attracting unwanted media attention?"

Things would threaten to become messier, with more so more people willing to join in their so called league. It took much diplomacy from himself, Gwen and Kevin to deny them and at the same time pick up instructions on how to reach the town of Brace from where they were. Eventually they did manage to get out of the city, although Ben suspected that they had attracted a bit too much attention than they would have ideally wanted.

(-)

"That, is a town?" Kevin's jaw dropped once they finally reached their destination. It looked more like Los Soledad than a picture perfect small town, which at least he, if not anyone else, was hoping for. The setting sun made it seem even less friendly than it already was.

"Hello? Anybody here?" Ben began shouting as the group walked through the ruins. After a few more callings from the rest of the group turned no response, Ben irritably started to call Azmuth names.

"Azmuth? Did I hear you mention Azmuth?" A bald man appeared before them out of thin air, in a suit very similar to the ones the mercenaries with Six had worn. "Don't worry, I am harmless," he raised his hands to indicate zero hostilities, "but I really need to know what so many people want with my secret lair."

"Wait," Kevin interrupted. "You know Azmuth?"

"Of course I do! I used to be a Plumber, why should I not know of him? But how do you know of him? People of this planet are not supposed to."

"We are not from this planet. We came from Ea.. er another planet," Gwen responded this time. "After…. it was destroyed."

The bald men's face dropped in shock, "How could it be? Earth was not supposed to be destroyed in five years!" He noticed the wearied look on the faces of the people in front of him. "Oh, pardon me. Where are my manners? You must be really tired after such a long journey. Now, I am sure you have a lot of questions to ask, as I do, but they would have to wait for now. Come, I will show you the way to where we live."

Ben was tired of saying this all day, but he still let it out of his mouth one more time, "Thanks, Mr….ummm, sir."

"Validus," the man said before turning around. "Victor Validus."

**A/N: Ok I know what you guys are thinking, that this should have been a Rex/Ben crossover. My point in defense is that this is primarily a Ben 10 story set in Rex's world, and Ben 10 characters will get much more mention. In instances where Rex does appear, it will be with Ben and co. That said, I am (hopefully) planning to start a Rex tie-in story, so that Rex and his friends get their own fair share of adventures. I will need reviews to know if you guys think if this is a good idea, so let me know.**


	7. Chapter 6: Discomfort

**Thank God I manage to churn this chapter out just in time for the New Year. Hope you have a happy New Year! :D**

**CHAPTER 6**

"Make yourselves comfortable, please." Victor Validus' voice rang loudly over the clattering of utensils and excited chatter among the people on the dining table. Ben indeed felt truly at ease for the first time he could remember in what seemed to him like eternity. He was sitting right next to the head chair in the table, which was occupied by Validus. At the moment, however, Validus was standing up. After the meal had ended, he raised his hand, beckoning both his men and the refugees to be silent.

"It's been a long time since all of us had last gathered in the big hall. The reason we are here is to mourn those of our race who had fallen, in our home planet on the other side of the galaxy." At this, Validus' men resumed talking, but the earlier note of excitement was replaced by that of confusion and apprehension. Again Validus raised his hand.

"Now I would like Ben Tennyson, the leader of those fortunate few to survive the destruction of Earth, to recount the series of events which led to this tragedy." Validus finally sat down, indicating Ben that it was his turn to talk. As much painful as it was for him to remember those dreadful events, Ben found it surprisingly easy to talk of them. With each word he said, he felt the his pain lessen bit by bit. He could not help noticing either, that a pretty girl sitting next to Validus on the other side seemed almost moved to tears.

Once he had finished, the murmurs had resumed again. This time it was the girl on Validus' side who stood up and raised her hand. "Let us not burden out guests with any more sorrows. Fellow scientists, if you will." With those words, the assembly at the hall dissociated, and Validus' men began to accompany the refugees to their quarters.

(-)

Ben was in no mood for a sleep, and the fact that they were basically in an underground bunker did not help matters despite his weariness. When the refugees had first stumbled across Validus, Ben had thought that he was just a whacko middle aged man who lived alone in an abandoned military base. He was surprised when Validus led them to an underground research facility outfitted with state of art equipment. Although not as vulnerable to claustrophobic bouts as Gwen, Ben still faced slight discomfort in enclosed spaces.

He decided to take a walk in the pathway in front of his own room. The living quarters, like any other underground building in the facility, was domed and allowed the occupants to enjoy the view of the sky. Anyone looking from above the ground would just see a broken building. Ben had seen many impressive things in different planets, but even then the engineering behind the dome's function managed to leave him in slight awe.

"Hello." A soft voice came from the shadows. "Having trouble sleeping?" As the figure stepped into the moonlight, he recognized the girl who had spoken in the main hall. Now having the opportunity to observe her closely, Ben could tell that she was related to Validus somehow. She had the same black eyes and nose as Validus, and her black hair was cut short, barely reaching her shoulder.

"Yeah. I don't sleep well anyway. Particularly not these days."

"I am truly sorry for what happened to you and your friends." The girl extended her hand, "I am Elena. Dr. Validus is my father."

Ben shook her hand. "I am.." Elena laughed aloud, "I know who you are Ben Tennyson. We might be cut off from the galaxy, but we still can hear a word or two time to time about the galaxy's most famous hero."

Ben looked away in mild exasperation. He was angry at how people continued to call him a hero, even after his epic failure, but there was something else that he had not felt before when complimented: embarrassment.

"Umm, no," Ben brainstormed rapidly, searching for the next words to say."I mean, it's kind and all that, but it really doesn't go with me. Not after I busted up…"

"Forgive me; I shouldn't have brought up this topic. So what do you think about this planet?" Elena hastily tried to change the subject.

For the first time, a hint of a smile formed on Ben's face, "Not bad. But I'm bursting with questions. I have never been in surroundings so familiar yet so strange, and that's saying a lot."

"I know where you are getting. Our planet was very much…..normal you can say. Then the nanite event happened."

Seeing Ben's interest was aroused, Elena continued, "It all started five years ago…

(-)

"So now everyone on Terran is infected by nanites?" Ben asked, amazed by the revelation.

"Pretty much every living organism, actually. One day, you are going on with your life normally, and the next day you are turned into a abomination. The worst part of all this? You are in absolutely no control of your activities, and if you stay long enough in EVO form, eventually you become incurable."

"Being stuck in giant caterpillar form for the rest of my life wouldn't make into the top ten list of my priorities." Ben made a face which made Elena laugh. "But forget me, what is the reason you guys are hiding from the rest of the world?"

Elena's expression did not change, but for a moment Ben thought there was a slight shadow of sadness, "Providence." She replied simply.

"I am sorry?" Ben was starting to wonder if there was a streak of madness within the Validus family.

"That is what they call themselves. An international organization dedicated to the 'containment' of EVOs." Elena' tone was bitter. "Soon after the nanite event, my father got on their bad side for publicly voicing his beliefs that cooperation and coordination, not imprisoning them, is the way to tackle the EVO problem. His reputation took a hit afterwards, and soon we began to receive threats from pro-human purists, all thanks to Providence. Those few who sided with Dad suffered the same." She sighed. "So we decided to go underground."

"That's harsh." Despite what he heard Elena say, Ben found it a little too difficult not to sympathize with the Providence organization. He had not been on this planet for full two days, and yet what little firsthand experience he had on what untamed EVOs could do scared him. If Providence did want to control EVOs, Ben could not see how he could actually blame them.

"Ever been outside Terran?" It was Ben's turn to change the subject; however it failed to have the impact thought it would, as Elena still remained gloomy while shaking her head. "I was very young when Dad was sacked from the Plumbers. Since then, he hadn't left this planet. It's the one that makes him really mad: the talk of the galaxy out there." Her stare suddenly intensified as she moved it towards Ben. "How is it out there? The planets? Hurtling through the space? The different kinds of people?" Her curiosity was almost childlike. Ben could realize that this was the first time she had met someone from outside the facility in a very long time.

"Yeah, it used to feel good there." Ben faked a yawn. "I do feel sleepy now."

Elena smiled, "You should go then." She turned away without another word.

(-)

It had been such a long time since he had a good sleep that Ben almost had started to forget what it meant. By the time he woke up, the sun had already started to fall.

"Hi Ben." He exited his room and saw Kevin leaning on the railing of the balcony. "Had a good time sleeping?" His laid back approach made Ben wary. Usually that meant that Kevin was planning some of his 'harmless' pranks to play on him.

"I'm fine. Guess I don't sleep well in space, so the insomnia over the fortnight is taking its toll."

"You missed the breakfast. But more importantly, Validus has called for you."

Ben was surprised, "What for?"

Kevin shrugged, "I dunno. The guy's a total whacko. Must have run out of guinea pigs to test his theories upon. Anyways, see ya."

Ben could not stop himself from frowning. Kevin's words seemed quite ominous to him.

"May I come in, Dr Validus?" Ben knocked on the door

"Ah, young Mr Tennyson! I asked you friend Mr Levin to call you in the morning, but I think he must have had forgotten." Validus replied from within his personal laboratory, his eyes fixed just above the lenses of his microscope

"He informed me alright; I am afraid I am the one to be blamed as I overslept. What is it that you wanted me for, doctor?"

"Well Mr Tennyson, surely you have given a thought about how you would like to lead your life here, haven't you?"

"I am sorry?"

"You and your friends' lives actually" Validus finally looked up at Ben, when the latter still seemed at dark. "Oh for God's sake! Your people had jobs and schools to attend. I am pretty sure you would not like idly sitting around here."

"O," Ben was not sure how to respond. Truthfully, he had been so self obsessed that he had not even paused to think how the others might be coping with their lives turned topsy-turvy as well.

"I don't know. I need to talk to the others about this. You will know soon enough."

Validus seemed disappointed, but he did not tell anything. "It's not even a full day here, and the crazy doc thinks that we're intruding his hospitality for too long." Ben had to correct himself from this train of thought when he realized how his own group outnumbered Validus' scientists.

(-)

Ben thought that the whole procedure of paperwork involved for fabricating identities to get jobs and school place would be too problematic, but he found that all of them had got their necessary papers within two days. When he had asked Validus how that had been possible, the doctor, with an amused smile, had just said, "I have friends in high places."

"Look at that!" Gwen beamed and held her own papers for Ben to see. "It's perfect! Now I can get myself into prep school."

"Good for you, Gwen." Ben smiled, seeing how happy everyone, like his cousin, was happy. "Where's yours, anyway?" Gwen asked back.

"I've got mine with Validus."

Kevin was leaning back on a chair and repeatedly throwing a rubber ball at the wall and catching it back, but he looked up at Ben's last words. "You're not gonna get it?"

"Why should I? I'm not going back to prep school, so what do I need it for?"

Gwen looked at her cousin confusedly, "Ben what's going on? You're not that bad a student."

"Just don't feel like it. I asked Validus if I could stay back. He said I could, as his lab assistant."

Gwen's jaw dropped, "You are not serious. When was the last time you actually showed interest in science?"

"I am very serious Gwen." Ben's jaw was firm. Gwen walked over to her cousin and fixed him with a steely gaze. "What's wrong with you Ben? How long are you going to blame yourself for what happened and cut yourself off from other people? You are already using that as an excuse not to use the Omnitirix."

"Don't patronize me, Gwen. It's my life, my choice. And there is nothing that can make me change my decision."

"Not if I have something to say about my cousin's irrational choices," Gwen's clenched fists glowed pink.

"Try me." Ben balled his fists as well in response.

"Hey, cut it out! This is not something worth fighting over for." Kevin called out at the two cousins, who were exchanging absolutely loathsome glances.

"Let's sit down and talk this out sensibly, ok?" Kevin looked at the Tennysons.

"Nothing to talk about Kevin. I don't want to go out there." Ben was adamant.

"You won't do yourself any favor by isolating yourself either!" Gwen countered heatedly.

"Alright, enough!" Kevin raised his voice. "You're both being unnecessarily inflexible about this without listening to the other." He grabbed Gwen by the arm and pulled her outside the room so that Ben could not hear what he said to her. "Let me talk to your cousin, guy to guy."

"Uh huh." Gwen was not entirely convinced.

"Trust me on this. Besides, I owe you guys one." Kevin winked.

(-)

"It's alright, Tennyson. I talked to your cousin about you staying back here. She won't make a big deal out of it." Kevin suddenly smirked at Ben. "And for the record, I am totally sympathetic with your choice. After all, who wouldn't love to work with such a cute young scientist?"

"What?" Ben frowned.

"Relax kid, I didn't tell Gwen that you seem to have a thing for Validus' daughter. I saw you guys talking in the balcony that night."

"I don't know what you are talking about." Ben could have frozen Kevin with the coldness of his voice if he had tried.

"Keep telling yourself that." Kevin whistled as he exited Ben's room.

(-)

Gwen looked back at the underground facility one last time before the optical camouflage kicked in and the whole area became an abandoned military base again. A barely concealed sigh escaped from her lips, which Kevin's astute ears did not miss.

"Missing Ben, huh?" he asked as nicely as he could.

"I'm worried about him Kevin. You know my brother Ken?" Gwen raised her hand to show a tall young man with the same auburn hair and green eyes as Gwen's walking behind her parents. "He is as sweet a big brother as anyone can ask for, but most of the time he is busy living in his dream world."

Indeed, as Kevin looked at Ken, he could see the latter humming slightly, his steps indicating that he was oblivious to the surroundings. He was surprised to know that Gwen had a big brother, but now that he had seen her brother, he was not surprised as to why he had not heard of Ken before. "As much as I picked up on Ben for being conceited, rude and insensitive, he was much more of a brother to me than Ken." Gwen smiled ruefully. "Once after an adventure on Xenon, Tetrax told me that Ben beat himself up pretty badly when he believed I was dead. And now he is doing it again; only this time, it's worse than before."

Kevin put his hand on Gwen's shoulder as she was sniffing from the effort of not crying. "He will come around Gwen. When was the last time he gave up so easily?"

"I don't know, but this time it's different. Even you know it Kevin. What if he never gets over the shock?"

Kevin looked right into her eyes, "He will Gwen. Trust me."

(-)

"Oh not you too!"

"Hey, I stink at following school rules!" Kevin raised the excuse in his defense as Gwen glared at his decision. "Now when you come to think of it, I'm not dropping out of school either. I spent the last five years of my life outside school!"

"Look at your manners! Is this the way to talk to a lady?" Gwen was relentless in her verbal barrage. "You obviously need to learn a thing or two about how to behave in a civilized society."

"Hey, that was uncalled for! And besides, classrooms give me creeps!"

Gwen inwardly found that amusing to no ends, but she forced herself to keep a stern face. "Let me guess this straight. Kevin Levin, juvenile delinquent and inter galactic illegal tech dealer, who has served sentence for two years in the Null Void, is afraid of a forty-by-forty room full of kids of his age and a middle aged person delivering lectures?"

Kevin was now getting desperate, "Well if you want to put it that way, yes! So can I please be excused from attending prep school? Please?"

"Good. All the more reason why you _should_ attend prep school."

"I would rather serve another two years in the Null Void!"

"Humor me." There was a dangerous edge to Gwen's voice, like a volcano about to erupt. Mrs Levin, who was observing her son and the red headed girl arguing about the former's attending of prep school as if both of their lives depended on it, could not help but smile.

"Kevin, why don't you take a break from you care free life and inject some discipline in it?" She suggested. Kevin shot his mother a furtive warning look, silently requesting her not to press the matter further, but she went on. "It will really be nice if you enroll with Gwendolyn in the prep school."

While Gwen beamed at his mother with a flurry of 'Thank you's, Kevin did nothing hold back his groan. "Mum!"

"I better get going Mrs Levin." Gwen happily bade the Levins goodbye before leaving their apartment.

"Mum, are you mad? Who will help you arrange this apartment? Besides it's not safe for you to be alone in this new neighborhood; we practically do not know anyone around here."

"Relax Kevin. I have the Tennysons next door to turn to in case something does happen. You worry too much." Mrs Levin continued to spoke as she picked up a basket full of dirty laundry. "Besides it will be a great experience for you to attend school with your girlfriend."

"She. Is. Not. My. Girlfriend. Jeez, Mum! Can't I have a friend who is a girl without you making her my supposed soul mate?"

Mrs Levin's smile widened at her son's over reaction to her remark. "Ok, your friend. Now why don't you pick up those books on the ground and help me arrange the shelf properly. Look at you, son! Having to tell you that your mother is struggling with her work. Gwendolyn has a very good point."

"This just keeps getting better and better," Kevin grumbled as he helped his mother, while the latter derived no less amusement at his expense. "No wonder Ben decided to stay back; might as well reconsider my own choices."

(-)

Ben did not know what had gotten inside his head at that moment with Gwen, but he surely was doubting his choice the minute his friends left the facility to start a new life in the city. He, however, did know why he had decided to stay back. The sight of the refugees starting from the ashes in a foreign planet would only remind him of his failures, and that was something he was not very good at handling. Ben Tennyson hated failures, and staying back from beginning his life all over again was his own way of exacting his self-imposed penance.

"Mr Tennyson, the biometric readings please?" Validus would extend his hand without lifting his eyes from the microscope.

"Coming sir." Ben would come running with one of the numerous charts pinned on the board. And that was how Ben's life went on in the facility. Dr Validus' mantra was efficiency, and despite being lenient enough on Ben so as to give him only the duties for which the latter was fully competent, he gave very little rooms for mistakes.

"I don't care if you are the hero who saved the galaxy a million times, Mr Tennyson, but here, in my lab, you are just one of my assistants, and I will not allow for sloppiness here."

Life in the facility was grumbling, but it provided satisfaction to Ben. In his effort to remember which of Validus' charts he had put in which drawer, Ben could at least forget his anger over everything that had happened in the past month. The other scientists were not too better than Validus; most of them were more worried about their own research than anything. The only person Ben could talk freely to, that is when he was in the mood, was Elena.

"You are pressing yourself too much Ben," Elena had told him one day during the midday break in the cafeteria. "Dad's a nut for results. You're doing just fine."

"It's ok Elena. To tell you the truth, I kind of like it when your father shouts at me in front of everyone."

Elena looked at him with a hurt look, "I'm sorry." Ben could not help but laugh at her reaction.

"Seriously, I'm not being polite just because I'm talking to his daughter. I' m all cool with whatever with Dr Validus does. As long as he doesn't throw me out."

"And your friends?"

"What about them? There are no hostile aliens around here, are there? Besides, Gwen and Kevin can handle whatever comes their way."

"I'm not talking about protecting them Ben. How about staying beside them as a friend or a brother? Have you considered how they are going to cope without you?"

"They don't need me."

"Really?" Elena raised her eyebrows, which for some reason, annoyed Ben a lot. "Tell you what Elena, why are you so keen to drive me away from here?"

"I…. I'm not! I just don't want to see you push your loved ones away!" Elena answered hotly.

"Well, then, stop pretending as if you understand me before I push you away!" Ben countered with an equal sharp-edged answer, before realizing what he had truly said. His face promptly turned into an ugly hue of crimson.

Elena was dumbfounded, but she gathered her wits quickly enough before they made a scene of it in front of others in the cafeteria. "You don't know what you're talking about." She coldly said before turning and leaving the room.

"Elena! Hey I'm sorry, ok! It was just…." Ben was at a loss for words. Rash choice of words? Heat of the moment? "Jesus, I totally deserve this for being a brat! Only person in this entire facility who is nice to me and I act like a total jerk towards her." He told himself, noting how similar he was becoming to Kevin before the latter's reformation.

(-)

In the school, Kevin was not faring as badly as Ben was in the facility, but only just. Dealing with multi racial con men and high tech gadgets? He could do that without breaking a sweat. Keeping up with the talk of guys of his age and the time to time winking of the girls? Well there is a reason why the term 'socially awkward teenager' was invented, and Kevin was pretty much sure it was solely discovered for him.

"Whew!" He whistled in relief as the last bell of his first ever day in prep school ended, and the teacher, a bald spectacled old man, shot him a death-stare-for-the-class-delinquent. "I am not gonna go back there. No, no, never!" the trauma of the past six hours flashed in his eyes as he ranted at Gwen while they were taking the walk back home.

"Chill out, it's part of your learning curve. It happens when you transfer to a new school." Gwen tried to allay his fears.

"Easy for you to say; you're practically a genius who tops whichever class she is in with straight A's. I'm not sure I'll be able to scrap even a C in any of my subjects. Did you even understand what the Maths professor was saying about differently calculus?"

"Differential," Gwen corrected him. "It's a new subject, so no, not so much. Guess they teach calculus early here."

"O man, look at this. Homework!" Kevin spat, as if that was the most despicable thing in the universe. "I am so dead; I wouldn't even be able to do half of these by myself!"

"Ok I will come over at your place and help you. Hi Alan!" Gwen shouted as three figures appeared in front of them. "How was your first day at school?"

"Not bad," Alan announced as Julian and Atlanta became visible at his two sides. "It was going alright, but then Julian decided to have some fun with the plug fingers of his and blacked out the whole school during the Social Science class. You guys are lucky that you are in a different school; all inferno broke loose after the blackout."

"Lucky," Kevin snorted. "Tell me more jokes."

"The professor was boring me to death," Julian defended himself meekly. "It's not my fault that this planet suffers from a serious lack of sense of humor."

Alan ignored them, "And then a girl tried to pick up on Atlanta during the break. After the break ended the teachers found that girl drenched head to foot locked up in her locker. Hahahaha!" He began to laugh out loud while Atlanta frowned.

"I really shouldn't have done that. First day at school, and I had to cause such a scene. But really, you guys should have seen how conceited she was! I tried to ignore her but then she started calling me names, and then I lost my temper. And did you hear these guys talking about those who are not….normal? It's worse than on Earth! I was fortunate that nobody believed her rantings after she was found in the locker."

"Well their freaks are scarier than ours." Kevin called. "Umm sorry, no offense intended."

"None taken. Technically we all are freaks, aren't we? Aren't we guys?" Atlanta looked at the others, and for some reason, they all cracked up, laughing out loud.

Which only made Gwen feel sorry for her cousin even more.

(-)

Ben walked over to Validus' office after receiving a summon from the doctor. "I have a job for you Mr Tennyson."

He looked away while responding, "Yes sir."

"I need you to bring me back soil samples from the Western province of Connecticut. There is a small town there named Baltic. That's where you will be going."

"West and Connecticut do not go together," Ben decided to ignore the differences in geography between and Earth and Terran. "Sir." He added.

"Do I sense a note of sarcasm in your voice Mr Tennyson? Because if you do not like this assignment, you're welcome to take your leave from the facility. Permanently." Validus fixed him with a cold gaze.

"Absolutely not sir. I mean, I am more than willing to undertake whatever tasks you have in store for me." Ben injected a bit more seriousness in his posture after the indirect threat.

"Alright. You will be leaving tomorrow morning. One of our junior scientists will accompany you."  
Validus made it clear that the conversation was over. Ben grunted quietly so that Validus would not hear him, obviously displeased with the latest assignment he was given. Just when he thought his life couldn't get worse, he was being made to do the very thing he had been trying to avoid.

(-)

Ben's mood had not improved even in the next morning when he was climbing into the back of one of the facility jeeps. It was really cold that morning, even though it was not snowing, but the coolness did not reach Ben's head. With his luck, his companion might turn out to be one of the thick spectacled clumsy geeks who have absolutely no idea about the outside world. His insides became bitter as the realization that he would be doing the bodyguard job dawned upon him.

Surely enough, he saw a hooded figure take a place beside him minutes after he got into the jeep. He felt so irritated that he did not even bother to check who it was.

"Brrrr," Ben grumbled after about an hour had passed in silence while the truck sped across the countryside. "If only Validus had told me how cold it would get…."

"Not blaming yourself for another thing gone wrong? Now that's rare for Ben Tennyson." A familiar voice spoke from beneath the hood.

"Elena!" Ben nearly lost his balance and fell from his seat in surprise. "What are you doing here?"

"Doing errands for my father, duh." Elena finally let down her hood. "Did you think that I was going on a date with you half way across the country?"

When Ben was still gaping at her with his mouth opened, Elena snapped, "Don't look at me like that. It was not my idea to go with you in the first place. Calvins was supposed to go, but he got a stomach bug last night. And since Dad can't spare any of his scientists for his latest experiment, here I am stuck in the cold and in the same jeep with you."

Ben could clearly gauge how bitter her voice sounded. "Umm Elena?" He asked timidly. "I am really sorry for acting like a jerk that day."

Elena had her face turned away from Ben, and did not answer to Ben's apology.

"I really am sorry. See I get that you were trying to help me but.."

"I heard you the first time!" Elena snapped again without turning her head. "Let's get to Connecticut. We shall then see how sorry you are."

Ben sighed in resignation, but the only silver lining was his feeling that the small trip would be going better than he had dreaded initially.

**A/N: I'm quite confused as to what Ben's OC actually mean. This guy has seriously been busy romancing with multiple girls (most of them not being even human!), so I decided to 'start' things with Elena Validus.**


	8. Chapter 7: Strange Town

**Long long time since I last updated. Sorry for the delay in bringing the next chapter. As usual, enjoy and let me know what you guys think of this. :D****  
**

**CHAPTER 7**

"I'm not sure taking up a job now as a waiter is a good idea Kevin." Gwen crossed her arms as she saw Kevin trundle out of the restaurant just as his shift came to an end. "You wouldn't have enough time for your studies."

Kevin put up his fingers . "One, my mom is not working. Two, my old trade is all gone, which means I _have_ to do something for a living. And trey, I am not planning to go to college like you, so whether I pass my exams or fail do not bother me in the slightest. Oh, and did I mention that I have a void in my heart to fill, and that requires, knock knock, money?"

"What is that?" Gwen frowned."Duh, my car. I actually feel partially naked without it."

"Boys," Gwen could not stop herself from muttering in exasperation.

"What? You really did not think I would be walking ten miles every day to prep school, did you?" Gwen did not respond to Kevin's words that day. The next day, however, Gwen dragged Kevin to the nearby bus stop by the arm before the latter could even figure what was going on.

"I have enough money for bus fare for the two of us." Gwen explained in as a matter of fact tone, prompting Kevin to immediately begin protesting. "I am fine with walking! A girl paying for a boy's bus fare; this is humiliating! You wouldn't have enough money for recess!"

"Zip it," Gwen shut Kevin for good as they saw the bus approaching the stop.

(-)

Connecticut gave a lot more chills to Ben than he felt when the journey started. Not the least of the reasons why he felt so was the desolation in the surroundings; even though the cold wind blowing was not too strong, there was not a single soul in the streets.

"What happened here? It is as if the whole town has dropped dead," Ben wondered aloud as the truck carrying them sped back the way it came.

"An accident spilled a high concentration of nanites here. Local authorities have issued a curfew to keep people from getting out of their homes after the dark. EVOs tend to get a lot crazier in the dark." Elena responded without meeting Ben's eyes.

It took some time before the full realization of her statement hit Ben. "So aren't we presenting ourselves as tasty morsels to those monsters as we stand here without any cover?" His eyes began to dart around in panic.

"Good evening," a pleasant voice spoke out of nowhere, as if in response to Ben's words. "The mayor has been waiting for you." A man stepped in front of him, and without any more words, carried both his and Elena's luggage in his arms and stepped towards the largest house in the vicinity. All he did to beckon the other two to follow him was a mere glance backwards.

"Come on." Elena called, and together, they followed the man.

(-)

"Thank you for seeing us Mr Mayor." Elena said after they finished their meal.

"Please, Miss Validus, the gratitude is mine." The mayor, a big blonde man in his late forties, offered politely. "We do not want Providence interfering in our humble little town, so we would be more than happy to have your assistance in dealing with this particular EVO problem."

"You don't mean that accident which led to the irradiation of this town with nanites, do you?" Elena asked.

"That's precisely what I mean Miss Validus. Whatever you might have been reading in the newspapers or hearing from the others about a scientific experiment gone wrong, the real truth is that a single EVO is responsible for all of this happening. Our scientists have worked hard to contain the damage, but to no avail. People begin to mutate as soon as they are in its vicinity. Took three of my best men, before we finally managed to quarantine it. The even bigger problem has been to keep the news from leaking from this town. The moment even a single letter of this reaches the outside world, faceless Providence goons would come running here with their assault vehicles."

" A single EVO caused all of that? It must be really bad then," Elena's tone told Ben that the news was did not bode well to her. Before she could speak further, however, Ben interrupted.

"Mr Mayor, sorry to burst your bubble of hope, but we are on a tight schedule. Once we get the soil sample Dr Validus asked for, I think we will need to get going." No sooner he had said that, Elena spoke up. "What he means is that we will try our best to help you tackle this situation." Ben's reward for intervening in the conversation was a rather nasty look from Elena.

"We have our orders." Ben muttered once the dinner had ended and he and Elena were walking to their quarters. "Your father won't be too happy about the deviation from the original plan."

"Look Ben, people here are terrified. I have seen it in the eyes of the few people we have met. They still do not know suddenly what went so wrong in their little town that they have to give up on their everyday lives. That's how the things run in Terran. It's easy hiding in your laboratories and cutting yourself from the rest of the world, but this is what we actually work for. To help those who need it. Or else they have to turn to Providence and see the last of their beloved ones as they are dragged in cages, never to be seen again."

Ben narrowed his eyes. "You seem to know a lot for someone who hasn't been out here for almost five years."

Elena looked down with a slightly guilty look. "Fine. I am tired of being stuck in that underground bunker. I feel stifled! Do you have any idea how it feels for a teenager to be stuck beneath the ground, not being able to breathe in the fresh air? Five long years!" She suddenly realized her voice had risen dangerously high and paused to control herself. "I am staying Ben. I want to help people."

"But.."

"If you want to leave, the truck will be coming back at midday tomorrow. You can take the sample back to Dad."

Elena had not said it aloud, but Ben was pretty sure that she thought of him as a coward. Even though he had never been too enthusiastic about coming here in the first place, he was not going back now. Not if it meant a seal of cowardice in his resume.

"I am seeing this through." Ben said gruffly.

(-)

Kevin was climbing the steps of his mom's apartment building contentedly when he was made to turn at a sharp voice. "What is in that package of yours Kevin?"

He turned to see Gwen staring at him sternly and leaning against the railing, with her arms crossed and lea. "Nothing." He tried to act normally, in order not to raise suspicions, but ended up doing so nonetheless. Gwen walked over to him quickly and snatched the large package from his right arm.

The exasperation on her face was apparent as the contents were revealed. "For God's sake Kevin! Can't you just give up hanging out with con men, even if we are in a different planet from Earth?"

"Wait, how did you know that I got this carburetor in the black market?" Kevin's jaw dropped in surprise.

"See, that's what I am saying! At least have the decency to start with the right footing in the moral areas!"

"Spare me the rationalizations; they are wasted on me," Kevin faked a sigh audibly, just to annoy Gwen. "By now you should have known that my moral compass doesn't exactly point north."

"Uh huh, did you do your homework?" Gwen's stare got Kevin afraid for the first time. His guilty expression did nothing to soften her stare, and she stormed back into her parents' apartment.

"Such an even tempered girl," mused Kevin as he knocked on his mother's apartment door.

(-)

While Elena was busy working in the laboratory and discussing with the local scientists in the nanite jargon, Ben took the opportunity to slip away and explore the town. His earlier resolve of isolating himself from other people still held technically, as even in the daytime Baltic was not exactly overflowing with life.

It was not snowing, but it was so cold in the little town it might have had just as well. Except for in the assortment of stalls in the middle of the town, where there was a little commotion, the streets were almost devoid of people. Ben suspected that the place used to burst with activity before the accident, or whatever it was, happened.

"Ghost town," Ben muttered to himself. He actually did not believe in ghosts, or at least did not use to before the Omnitrix came to him. Then his apparition like alien life form escaped the device and caused quite a bit of mayhem. Ben still refused to acknowledge to anyone that ghosts exist, though deep down, his haunted experiences continued to give him scares.

Deciding that he had seen enough of the town, Ben decided to go to the mayor's office, hoping that everybody would be busy talking to Elena and he could spend his time there brooding all by himself.

(-)

The way Elena came running into the office barely a minute after Ben had returned made him feel that something bad was happening.

"Where were you? We had been looking for you in the whole town over the last half an hour!" Elena managed amidst the panting. "Why is your phone switched off?"

Ben raised his eyebrows in surprise. "I am listening."

"I will fill you in while we make our way to the central laboratory." Elena turned on her heels before Ben could even respond. He could do nothing but sigh in frustration.

(-)

"Who in their right mind would have opened that safety valve?" Ben fumed as he followed Elena out of the car.

"I don't know Ben, honestly I don't! But every second we waste wondering who the dork letting the valve open is, we are putting more lives at risk." As if on cue, the complex roof burst, and out spread a giant tentacled abomination.

"I thought you said that was a human who mutated!" Ben looked disbelievingly at Elena, who had stopped dead in her tracks as well.

"I swear he barely reached the roof when we left him like this!"

"Where are the mayor's men? SWAT teams? Anyone who can actually fight this thing?" Ben shouted as the EVO started going on a rampage, rapidly crossing the complex lawn on its complex while flattening half of the building.

"Fashionably late." Elena grumbled as uniformed men finally arrived in armored vehicles and started firing on the monster.

"We might as well be throwing toothbrushes at it!" she screamed as the EVO started swatting aside the SWAT personnel like a team of ragdolls. "Ben, if he manages to reach there, it will all be over!" Elena raised her hand towards the town power plant, which was hardly a mile away from where they were standing.

"Nuclear plus nanite fallout. This is bad right?" Ben looked at Elena.

"The results will be catastrophic. Forget Baltic, we might see half of the continent being dead zoned in an instant!"

"So what do you suggest?" Ben asked, although he clearly knew what needed to be done.

"You are the expert on taking on enemies which outsize you. It's your call."

Ben fought hard to bite back a groan. Things were not going according to his expectations. On the other hand, he had no choice, as he was looking at a monstrosity which could endanger millions of lives.

"Fine. But you owe me one." Ben turned the dial on the Omnitrix as he ran towards the EVO.

(-)

If Elena thought that nothing else could amaze her after having seen a man turn into a seventy feet tall abomination, she was proved wrong immediately. Ben was barely ten meters away from the EVO when his right hand suddenly came down hard on his left wrist. A blinding flash of light followed, and at Ben's place stood a twelve feet tall…..well she was not sure what to tell of that creature. She had read about dinosaurs and seen some of their pictures when young, and whatever Ben had turned into looked mostly like a bipedal Stegosaurus, but without the barbed tail and the row of spikes on its back. As Ben rammed a fist into the EVO's back, causing the latter to roar in pain, Elena started contemplating whether dragging Ben into the problem was a good idea after all.

"Get the people to safety, it can get nasty here!" Elena heard a much deeper voice than Ben's commanding, but still continued to stare fascinated, as did the uniformed men. "Now!"

The SWAT team seemed to regain their senses at Ben's last word as they began to run to the nearby buildings and get people out. Ben could barely afford to observe their progress; the tentacles were thrashing him all around the place.

"Ow! Eeek! Watch it where you are smashing them!" Ben roared. The few hits he did manage to land did not seem to faze the EVO at all. Despite the battle going badly for Ben, Elena had a feeling that he was merely holding back.

Ten long minutes passed before finally everyone in the vicinity were evacuated. The SWAT personnel raised their firearms, but were unsure about what to do next.

"What are we gonna do?" One of them asked.

"Fire at them, what do you think? Keep the both of them away from the power plant!" The mayor's voice rang from behind Elena.

"No!" she shouted, a tad bit louder than necessary just to prove her desperation. "Fire on the bigger one. The lizard is on our side!"

The mayor raised his eyebrows, but did nothing to contradict Elena. "As she says."

(-)

Ben saw through the corner of his eyes that the uniformed men were still there, trying to help him. Fools, he growled inwardly.

"What are you waiting for? Get outta here!" He roared, just as another huge tentacle swatted him across the face and knocked him twenty feet backward on his face.

"I would listen to him if I were you, Mr Mayor." Apparently the mayor agreed with Elena as well, because he commanded the SWAT to retreat.

"Good." With that, Humongousaur began to grow in size, until he was nearly as big as the EVO in front of him. He could feel something heavy on his head bearing him down, as well as the row of spikes on his back.

The EVO, in response, roared again, and tried to squash him within two of its tentacles, but this time Humongousaur was ready. He caught both of them, and then started dragging the EVO by the tentacles, away from the power plant. After deciding that a good two hundred meters drag would suffice, Humongousaur started mercilessly pummeling at the creature, quickly beating him to submission, and then conscious less.

"Do what you can to restrain him. I don't want to fight him a second time." Ben had told the mayor once he had transformed back. The mayor complied without a word spoken. If he was amazed, he did not show it. Ben thought it was more likely that the mayor was so much overwhelmed by amazement that he could not show his feelings properly.

Elena, for her part, had still not gotten over being awestruck. "You…you just turned into that dinosaur…I mean giant lizard like thingy. Then you got bigger. And then you absolutely owned that EVO."

"What can I say? I can turn myself into EVOs which I can control." Ben said it in a matter of fact voice, aware that the two of them could still be heard by other people in the vicinity. He nodded slightly, indicating there were further matters they needed to discuss in private.

"Miss Validus, would you and your friend like to come with me? I am afraid I can't stay here much longer." The mayor asked after his men managed to salvage whatever they could from the complex.

Elena was about to reply in affirmative, but a quick sidewise glance showed Ben shaking his head. "Thank you Mr Mayor, but umm….we will have something to do here. Soil samples." She finished rather lamely.

The mayor did nothing but chuckle as he left, along with the men, leaving the two teenagers in one-fourth of a square kilometer of rubble.

"How do you know about dinosaurs? I was not aware people of this planet knew of them." Was the first thing Ben managed after the mayor left.

"The Encyclopedia Galactica." Elena replied succinctly, not caring whether if it made any sense or not to Ben. "What is it that you kept me back for?"

Ben started walking at the complex, or whatever was left of it, while Elena followed him. "don't you think it is odd? Of all people, you would expect scientists to be the most careful while dealing with nanites. And yet in a lab full of them, this happened."

"Accidents happen Ben. The whole nanite event was one."

"Yeah, but at least now you do know about how dangerous these things can be, right?"

Elena looked on, "What are you getting at?" Ben walked on without a word. Once they were inside the room where the incident happened, Ben started looking around. A frustrating five minutes for Elena passed before Ben finally talked.

"Look at that and tell me if that was an accident."

Elena gasped when she saw where Ben was pointing at. "The valve was already punctured!"

"Someone did it on purpose beforehand, so that whoever got close to the valve would be infected by the nanites inside the container. It was a sabotage."

"Who on Terran would think of doing such a thing?" Elena looked troubled.

"That's a job for you Elena." Ben stepped out of the room. "To find out who did that."

(-)

"You sure want this kid? This is the oldest car body I have. Not sure how long it will hold up before finally comes down." The obese man with a bald patch in the middle of his head snorted.

The dark haired teenager, who was his customer, merely smiled in response. "That's my problem to fix. Here is your money." He extended a handful of tattered paper notes from his pocket.

The dealer shook his head. "Uh huh son. I don't know what you've been thinking, but prices here are a bit higher than before. Big nasty accident, bad for business. Few customers."

The teenager withdrew the notes. "Too bad. I think I will try another one."

"Now now kid. No need to be so hasty." The dealer rapidly replied. "I am sure we can come to a bargain." Out of the shadows which covered the rest of the room they were talking in, a few figures stepped out.

"I have changed my mind. I am not taking that oversized piece of scrap metal even if you give me that for free."

"Not so fast, smart mouth." The biggest of the men walked forward and blocked the teenager's path as he tried to exit the room. "We will be taking your money."

"You can try." The boy snorted. The giant swung a crowbar at the former, but with astounding adroitness he caught the bar in his right hand.

"Thanks for the steel, chum." Instantly the whole of the mysterious boy was covered with steel. The giant could barely register the surprising event before a metallic fist crashed into his lower jaw and knocked him down. Instantly, five more men jumped into action.

It took a little more than two minutes for the fight to end, and when the dust settled, all except a steel enshrouded figure were lying in dazed heaps. Everything in the room was either shattered to pieces or smashed out of its place.

"The troubles one has to go to find a decent ride for himself." Kevin Levin clapped his hands to get rid of the dust. "Even shady underworld dealings are more trouble than the discounts they charge." He brought out a PDA in his hand to view where his next dealing would take place.

" Looks like I need a tour across the continent this time. Lucky for me the schools' given a two weeks' vacation, or Gwen would have come running for my head." He checked another box before moving on to the next location he would need to head to.

"Hmm. Baltic."

(-)

"I am going to the laboratory with you today." Ben called out to Elena, who raised her eyebrows in response.

"I thought you said you preferred solitude."

"Just doing my bodyguard job your father appointed me."

"Ha ha ha. Like I need you for any protection."

"Suit yourself. I am going there for answers."

Without another word, Ben left for the car that was waiting for then in the road, leaving Elena to wonder what his words might have meant.

(-)

"Commencing magnetization." One of the scientists announced aloud. Immediately Ben could hear a whirling sound coming from above his hand.

"What is that?" Ben wondered, just loud enough for Elena, who was the nearest to him, to hear his words.

"Something which can actually control the nanites." She answered, right as a panel opened overhead and a twirling ring descended. "It's an electromagnet. The nanites are sensitive to magnetic fields, and the magnet keeps them from going haywire inside us. Kind of a temporary decontamination technique for us in the laboratory."

"Hmm." Ben figured that was about ninety percent of what he was going to actually understand amongst the chatter going within the room so he did not further lengthen the conversation. He sat down on an empty chair while watching the scientists engaging in work. "The paranoia has really gotten to me. Everything will be just fine and I would have to sit out the whole day listening to stuff I can't even spell without getting my teeth knocked out of me." He bitterly thought.

He must have had dozed off when he leaned back into his chair as the next thing he remembered was coming to his senses as a jarring noise seemed aseeing scientists running here and there like the whole building was on fire.

"Another nanite containment system failure?" Ben wondered, while his thoughts were being confirmed by a robotic voice announcing 'Warning! Nanite seal compromised!' and the repeated alarms. "Oh no, not again!" Ben groaned inwardly, before realizing that Elena was no here near. Panic gripped him instantly and he sprang from his seat and started searching frantically for her, all the while shouting her name.

"Have you seen Elena?" He asked one man after another, his frustration building when each of them either answered negatively in words or gesture. When he was about to give up hope, a faint urge of help reached his ears.

"Help!"

Venturing in the direction from which he thought the sound came, Ben found himself in an enclosed hallway. The Omnitrix began to beep and flash with a red color, and a voice quite similar to his own began to speak.

"Unidentified reagents detected. Counteracting reagents; counteract mode activated."

"I'm going to need a manual for this thing." Ben shook his head while heading towards the source of the sound. The urges began to get more repetitive and the trail soon ended in front of a heavy metal door. Ben tried tugging at the door, but he had no place to hold onto, and even if he had, he seriously doubted if tuggin by his bare hands would have done any good.

Seeing no choice, Ben transformed into Big Chill and phased through the door. The sight waiting for him,

however, was unexpected for him.

(-)

"Who are you?" The small boy in front of Big Chill asked, obviously startled by the Necrofriggians appearance. Ben decided to revert to his original form before deciding to answer the question. As he did, Ben could not help notice that the beeps had become much more frequent than before.

"I am Ben Tennyson." He extended his hand to the boy, but the boy still remained in his fetal position. What is more, after the introduction, the boy buried his head between his arms.

"What is your name? How did you get in here?" Ben tried to ask as nicely as he could in order to allay the child's fear, but he could only get the boy to mumble in fear.

"I heard…shouting…people running. I got afraid….shouted for help." The rest of the stuttering seemed indecipherable to Ben, and he got no time to inquire further as the cell phone in his pocket began to ring.

"Ben!" Elena's voice rang from the other side, much to the relief of Ben. "Where on Terran are you?"

"Are you alright?" Ben asked.

"I am fine Ben, but I might have annoyed a whole legion of people by constantly barraging them with questions about you."

"I am alright too. I am still inside the laboratory. I think I have someone who might interest you."

Elena was about to say something, but she was cut short by another voice. "Mr Tennyson, it is for your own safety that I am asking you to get out of that place right now!"

"But.."

"Now, Mr Tennyson."

(-)

"I don't know what you guys are doing here but I want answers. Who was that boy? Why is he being kept inside that cell?" Ben fixed the mayor with a hard look.

The mayor gave in, to Ben's surprise, without so much of even a hint of resistance. "He is the EVO responsible for all the trouble we have been facing."

"Hold on." Elena raised her hand. "Mr Mayor did you say that boy is the EVO?"

"Yes. He is unique in the sense that he did not turn into a monster himself, but rather causes others in his proximity to turn into EVOs. The dangerous ones I mean."

"Why didn't you tell us that he was being kept in that facility? We could have helped." Ben asked.

"I…I.." The mayor seemed to be at a loss for words.

"You did not trust us entirely."Elena finished the sentence for him. "After all the trouble we took to come here."

The mayor's response was cut short by one of his men arriving within the office. "Sir, there is a situation at the Southern crossing!"

"What now?!" The mayor snapped. "If it is another stray EVO on a rampage.."

"It isn't sir." The man beckoned to get closer, which he did, and whispered a few words. The mayor then looked back at Ben and Elena.

"If you will excuse me, I have an important matter to attend to." With that, the mayor gathered the rest of his men and got ready to get out.

(-)

It was not until the next day that Ben and Elena got another opportunity to talk to the mayor. "I am still not satisfied. What more is there that the mayor isn't telling us?" Ben asked Elena during the breakfast.

"I don't think there is anything more to this Ben. It is just your paranoia." Elena replied while spreading jelly over her piece of bread.

"I'm being paranoid?" Ben seemed angry, which prompted Elena to rapidly interject. "But it wouldn't hurt to ask him again, so we will do it."

The mayor clearly was not in the best mood to discuss about that particular topic when they confronted him. "I'm busy today. I need to go over to the police chief's office."

"Mind if we tag along Mr Mayor?" Ben already feared that they were taking way too much advantage of the mayor's hospitality and they would finally be forced to exit the town rather unceremoniously, but again he was surprised by the mayor's show of patience.

"No problem Mr Tennyson."

(-)

"Mr Mayor, if you don't mind me asking it, what…"

"I do mind now but I would not mind after my meeting with the chief, so whatever questions you have would have to wait for a bit longer." The mayor said with a note of finality.

"So much for being diplomatic." Ben smirked as Elena sank back into her seat. Elena shot a dirty look at him in response.

Soon the mayor's car was standing right in front of the chief's office. The mayor did not invite the two of them to come with them but Ben did not show a shred of care for that and nonchalantly walked in behind the mayor. Elena followed him with a sigh.

The chief was a man in his fifties with receding hair and a potbelly. "Good morning Mr Mayor."

The mayor returned the greeting. "I heard you arrested someone from last night's operation?"

"As a matter of fact we did." The chief extended his arms to show the holding cell the hostage was being kept in. Ben's eyes followed in that direction, and fell on someone he definitely was not expecting in that particular place.

"Kevin?!"


End file.
